**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **WASHINGTON,
        DC 20549**
  **FORM
        10-QSB**
 
 (Mark
        One)
 
 **ý**
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934** 
 For
        the
        quarterly period ended March
        31, 2006
 
 ** ̈**
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934** 
 For
        the
        transition period from ____________ to ___________
 
 Commission
        File Number  333-125699
 
 NEURO-HITECH
        PHARMACEUTICALS, INC.
 **(Exact
        name of Small Business Issuer as Specified in its Charter)**
 
 Delaware
              
              20-4121393**(State
                  or Other Jurisdiction of**
              
              **(I.R.S.
                  Employer****Incorporation
                  or Organization)**
              
              **Identification
                  No.)**
 
 One
        Penn
        Plaza, Suite 2514, New York, NY 10119
 **(Address
        of Principal Executive Offices)**
  (212)
        798-8100
 **(Issuer’s
        Telephone Number, Including Area Code)**
  (Former
        Name, Former Address and Former Fiscal Year If
        Changed Since Last Report)
 
 Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such shorter
        period
        that the registrant was required to file such reports), and (2) has been
        subject
        to such filing requirements for the past 90 days.     Yes
x No
࿲
  Indicate
          by check mark whether the registrant is a shell company (as defined in
          Rule
          12b-2 of the Exchange Act).  ࿲ Yes  x
          No
 State
        the
        number of shares outstanding of each of the issuer’s classes of common equity,
        as of the latest practicable date: May 8, 2006
 
 Common
        Stock    9,441,506
 Class
        A
        Common
        Stock 100
 
 Transitional
        Small Business Disclosure Format (check one):
 ࿲   
        Yes  x No
  
 
 **PART
        I. FINANCIAL INFORMATION**
 
 **Item
        1.**  **Financial
        Statements**
  
 **Neuro-Hitech
                  Pharmaceuticals, Inc****Balance
                  Sheets**
  (Unaudited)**ASSETS**
              
              **31-Mar-06****Current
                  Assets****Cash
                  & Cash Equivalents**
              
              **$**
              **4,256,532****Accounts
                  Receivable**
              
              
              **74,490****Inventory**
              
              
              **24,552****Prepaid
                  Expenses**
              
              
              **329,215****Total
                  Current Assets**
              
              
              **4,684,789****Total
                  Assets**
              
              **$**
              **4,684,789****LIABILITIES
                  AND STOCKHOLDERS' EQUITY****Current
                  Liabilities****Accounts
                  Payable & Accrued Expenses**
              
              **$**
              **474,840****Total
                  current Liabilities**
              
              
              **474,840****Stockholders'
                  Equity (Deficit):****Preferred
                  Stock**Authorized:
                  5,000,000, Issued & Outstanding: 0 $.001 Par Value**Common
                  Stock Class A**
              
              
              **-**Authorized:
                  100, Issued & Outstanding: 100 $.001 Par Value**Common
                  Stock:**Authorized:
                  44,999,900, Issued & Outstanding: 9,441,606 $.001 Par
                  Value
              
              
              **9,441****Common
                  Stock:**Authorized:
                  8,654,112 Issued & Outstanding $.01 Par .Value
              
              
              **-****Paid
                  in
                  Capital**
              
              
              **7,738,368****Accumulated
                  Deficit**
              
              
              **(3,537,860**
              **)****Total
                  Stockholders' Equity (Deficit)**
              
              
              **4,209,949****Total
                  Liabilities and Stockholders' Equity**
              
              **$**
              **4,684,789**


The
          accompanying notes are an integral part of these consolidated financial
          statements.
 2
 
 **Neuro-Hitech
                    Pharmaceuticals, Inc****Statements
                  of Operations (Unaudited)****Three
                  Months Ended March 31,****2006**
              
              **2005****Sales**
              
              **$**
              **68,040**
              
              **$**
              **56,700****Cost
                  of
                  Goods Sold**
              
              
              **(28,198**
              **)**
              
              **(19,449**
              **)****Gross
                  Profit**
              
              
              **39,842**
              
              
              **37,251****Operating
                  Expenses****Selling,
                  general and administrative**
              
              
              **(223,711**
              **)**
              
              **(90,547**
              **)****Research
                  and
                  Development**
              
              
              **(669,012**
              **)**
              
              **(106,396**
              **)****Stock
                  Based Compensation**
              
              
              **(89,012**
              **)**
              
              **-****Total
                  Operating Expenses**
              
              
              **(981,736**
              **)**
              
              **(196,943**
              **)****Operating
                  (Loss)**
              
              
              **(941,893**
              **)**
              
              **(159,692**
              **)****Other
                  Income****Interest/Dividend
                  Income**
              
              
              **30,479**
              
              
              **2,561****Total
                  Other Expenses**
              
              
              **30,479**
              
              
              **2,561****(Loss)
                  before Provisions for IncomeTaxes**
              
              
              **(911,415**
              **)**
              
              **(157,131**
              **)****Provisions
                  for IncomeTaxes**
              
              
              **-**
              
              
              **-****Net
                  (Loss)**
              
              
              **(911,415**
              **)**
              
              **(157,131**
              **)****Basic
                  and Diluted Loss per common share:**
              
              
              **(0.10**
              **)**
              
              **(0.02**
              **)****Weighted
                  Average Number of Common Shares:**
              
              
              **8,974,839**
              
              
              **8,654,112**
  The
        accompanying notes are an integral part of these consolidated financial
        statements.
  3
  **Neuro-Hitech
                    Pharmaceuticals, Inc****Statement
                  of Cash Flows (Unaudited)****Three
                  Months Ended March 31,****2006**
              
              **2005****Cash
                  flows from operating activities:****Net
                  loss**
              
              
              **(911,415**
              **)**
              
              **(157,131**
              **)****Adjustments
                  to Reconcile Net loss to net cash used in Operating
                  Activities:****Stock
                  Based Compensation Expense**
              
              
              **89,012**
              
              
              **-****Change
                  in operating assets and liabilities:****(Increase)
                  Decrease in Assets:****Accounts
                  Receivable**
              
              
              **(22,365**
              **)**
              
              **(33,945**
              **)****Pre
                  Payments**
              
              
              **(329,215**
              **)**
              
              **91,040****Inventory**
              
              
              **(24,552**
              **)**
              
              **(6,051**
              **)****Increase
                  (Decrease) in Liabilities:****Accounts
                  Payable and Accrued Expenses**
              
              
              **282,585**
              
              
              **32,843****Total
                  adjustments**
              
              
              **(4,535**
              **)**
              
              **83,887****Net
                  cash used in operating activities**
              
              
              **(915,950**
              **)**
              
              **(73,244**
              **)****Cash
                  flows from financing activities:**
              
              
              **-**
              
              
              **-****Net
                  Proceeds from Private Placement**
              
              
              **4,085,874**
              
              
              **-****Net
                  Proceeds from Sale of Stock**
              
              
              **996,002**
              
              
              **-****Net
                  cash used in Financing activities**
              
              
              **5,081,876**
              
              
              **-****Net
                  increase (decrease) in cash and cash equivalents**
              
              
              **4,165,926**
              
              
              **(73,244**
              **)****Cash
                  and cash equivalents, beginning of period**
              
              
              **90,606**
              
              
              **504,692****Cash
                  and cash equivalents, end of period**
              
              
              **4,256,532**
              
              
              **431,448**
 The
          accompanying notes are an integral part of these consolidated financial
          statements.
  4
  NOTES
        TO
        THE INTERIM FINANCIAL STATEMENTS
 March
        31,
        2006
 (Unaudited)
 
 **(1)**
              **Nature
                  and Continuance of
                  Operations**
 
 Neuro-Hitech
        Pharmaceuticals, Inc. (the “Company”) is an early stage pharmaceutical company
        engaged in the development and commercialization of Huperzine A (“HupA”) for a
        variety of degenerative neurological disorders. Through a collaboration with
        the
        Alzheimer’s Disease Cooperative Study (“ADCS”), formed in 1991 as a cooperative
        agreement between the National Institute of Aging and the University of
        California San Diego, for advancing the research of drugs for treating patients
        with Alzheimer’s disease (“AD”), the National Institutes of Health (“NIH”) and
        Georgetown University Medical Center (“Georgetown”), the Company has completed
        Phase I studies and is currently conducting Phase II clinical trials for
        HupA.
        HupA is a cholinesterase inhibitor that the Company believes may be effective
        in
        the treatment of AD and Mild Cognitive Impairment (“MCI”), although, to date,
        its efforts have been focused upon HupA’s effectiveness in AD.
 
 **Basis
        of Presentation**
 
 The
        accompanying unaudited interim financial statements have been prepared in
        accordance with United States generally accepted accounting principles for
        interim financial information. They may not include all information and
        footnotes required by United States generally accepted accounting principles
        for
        complete financial statements. In the opinion of Management, all
        adjustments considered necessary to make the interim financials not misleading,
        consisting solely of normal recurring adjustments, have been made.
 
 The
        results of operations for such interim periods are not necessarily indicative
        of
        results of operations for a full year. The unaudited financial statements
        should
        be read in conjunction with the audited financial statements and notes thereto
        of the Company and management’s discussion and analysis of financial condition
        and results of operations included in the Annual Report on Form 10-KSB for
        the
        year ended December 31, 2005.
 
 
 **(2)**
              **Summary
                  of Significant Accounting
                  Policies**
 
 **Accounting
        Policies**
  The
        accounting policies followed by the Company are set forth in Note 1 to the
        Company’s financial statements in the December 31, 2005 Form
        10-KSB.
  **Basic
        and Diluted Loss Per Share**
  Basic
        earnings (loss) per share reflect the amount of earnings (loss) for the period
        available to each share of common stock outstanding during the reporting
        period.
        Diluted earnings (loss) per share reflect basic earnings (loss) per share,
        while
        giving effect to all dilutive potential common shares that were outstanding
        during the period, such as common shares that could result from the potential
        exercise or conversion of securities (options or warrants) into common stock.
  As
        of
        March 31, 2006 options and warrants issued to employees and consultants pursuant
        to the Company’s long-term stock incentive plan to purchase an aggregate of
        800,000 shares of common stock at $2.50 per share were authorized. Approximately
        625,000 options are outstanding to date. In connection with a private placement
        of its securities, in January 2006, the Company granted warrants to purchase
        an
        aggregate of 537,500 shares of common stock at prices ranging from $2.50
        to
        $5.00. In June 1997 the Company granted warrants to purchase an aggregate
        of
        82,000 shares of common stock for approximately $.92 per share.
  5
  For
        the
        three month periods ended March 31, 2006 the Company recorded a loss and
        as a
        result, the average number of common shares used in the calculation of basic
        and
        diluted loss per share have not been adjusted for the effects of potential
        common shares from unexercised stock options and warrants.
  **Stock-Based
        Compensation**
  In
        2006,
        the Company began to recognize expense of options or similar instruments
        issued
        to employees using the fair-value-based method of accounting for stock-based
        payments in compliance with SFAS 123(R) “Share-Based Payment.” For the three
        months ended March 31,2006, the Company recognized $89,012 of stock compensation
        expense. As of March 31, 2006, there was approximately $1,192,775 of total
        unrecognized compensation cost related to nonvested stock-based compensation
        arrangements granted. That cost is expected to be recognized over a
        weighted-average period of 2.8 years.
 
 **Use
        of Estimates and Assumptions**
 
 The
        preparation of financial statements in conformity with United States generally
        accepted accounting principles requires management to make estimates and
        assumptions that affect the reported amounts of assets and liabilities and
        disclosure of contingent assets and liabilities at the date of the financial
        statements and the reported amounts of revenues and expenses during the period.
        Actual results could differ from those estimates.
 
 **Income
        Taxes**
 
 The
        Company follows the liability method of accounting for income taxes. Under
        this
        method, deferred income tax assets and liabilities are recognized for the
        estimated tax consequences attributable to differences between the financial
        statement carrying values and their respective income tax basis (temporary
        differences). The effect on deferred income tax assets and liabilities of
        a
        change in tax rates is recognized in income in the period that includes the
        enactment date. At December 31, 2005 and March 31, 2006, a full deferred
        tax asset valuation allowance has been provided and no deferred tax asset
        has
        been recorded.
 
 **(3)**
              **Capital
                  Stock**
 
 On
        January 17, 2006, Northern Way Resources, Inc., a Nevada corporation
        (“Northern-NV”) was merged with and into Northern Way Resources Inc., a Delaware
        corporation (“Northern-DE”) for the sole purpose of changing its state of
        incorporation from Nevada to Delaware pursuant to an Agreement and Plan of
        Merger dated January 12, 2006 (“Reincorporation Merger Agreement”), which was
        approved through an action by written consent of a majority of the stockholders
        on January 12, 2006 (“Reincorporation Merger”). Under the terms of the
        Reincorporation Merger, each share of Northern-NV was exchanged for one share
        of
        Northern-DE. In connection with the Reincorporation Merger, Northern-DE changed
        its name to Neurotech Pharmaceuticals, Inc. (“Neurotech”).
  On
        January 24, 2006 Neurotech entered into an Agreement of Merger and Plan of
        Reorganization by and among Neurotech, Marco Hi-Tech JV Ltd., a privately
        held
        New York corporation, and Marco Acquisition I, Inc., a newly formed wholly-owned
        Delaware subsidiary of Neurotech ("Acquisition Sub"). Upon closing of the
        merger
        transactions contemplated under the Merger Agreement Acquisition Sub was
        merged
        with and into Marco,
        and Marco became a wholly-owned subsidiary of Neurotech.
 
 On
        January 25, 2006, Neurotech filed a Certificate of Amendment to its Certificate
        of Incorporation in the State of Delaware in order to change its name to
        Neuro-Hitech Pharmaceuticals, Inc. (“Neuro-Hitech”).
 
 Immediately
        after the closing of the Merger on January 24, 2006, there were 7,691,506
        shares
        of Neuro-Hitech Common Stock issued and outstanding and 100 shares of
        Neuro-Hitech Class A Common Stock issued and outstanding.
 
 Subsequent
        to the closing of the Merger, Neuro-Hitech completed a private offering to
        accredited investors of units, with each unit consisting of (i)10,000 shares
        of
        Neuro-Hitech Common Stock and (ii) a detachable, transferable three-year
        warrant
        to purchase 2,500 shares of Neuro-Hitech Common Stock, and received gross
        proceeds of $4,375,000 at the completion of the private offering. $3,250,000
        of
        the proceeds were accepted by Neuro-Hitech on January 24, 2006, $862,500
        in
        private placement proceeds were accepted by Neuro-Hitech on January 27, 2006,
        $237,500 in private placement were accepted by Neuro-Hitech on February 2,
        2006
        and $25,000 in private placement were accepted by Neuro-Hitech on March 2,
        2006.
  6
  
 **(4)**
              **Material
                  Definitive Agreements**
 
 On
        March
        15, 2006, the Company entered into a Development Agreement with Xel
        Herbaceuticals, Inc. (“XEL”) for XEL to develop a Huperzine A Transdermal
        Delivery System (the “Product”). Under the terms of the Agreement, the Company
        paid XEL a $250,000 fee upon the execution of the Agreement and will pay
        XEL
        $92,500 per month during the development of the Product, which development
        is
        estimated to take approximately 16 months. The monthly payment is subject
        to
        quarterly adjustment and subject to a limit on aggregate development cost
        overruns of $250,000. **** XEL
        has
        agreed to pay any cost overruns in excess of $250,000.
 
 On
        February 1, 2006, the Company entered into an exclusive development agreement
        with Org Syn Laboratory, Inc. (“Org Syn”) for the development by Org Syn of
        synthetic Huperzine A, in accordance with the terms of the Agreement. Org
        Syn is
        entitled to receive an aggregate of $175,894 upon the execution of the
        Agreement, $175,916 six months from the execution date and an additional
        $67,664
        seven months from the execution date (subject to the achievement of certain
        milestones) for services rendered under the Agreement.
 
 **(5)**
              **New
                  Authoritative
                  Pronouncements**
 
 In
        February 2006, the Financial Accounting Standards Board (“FASB”) issued
        Statement of Financial Accounting Standard (“SFAS”) 155, Accounting for Certain
        Hybrid Financial Instruments an amendment of SFAS 133, Accounting for Derivative
        Instruments and Hedging Activities, and SFAS 140, Accounting for Transfers
        and
        Servicing of Financial Assets and Extinguishments of Liabilities. SFAS 155,
        provides the framework for fair value remeasurement of any hybrid financial
        instrument that contains an embedded derivative that otherwise would require
        bifurcation as well as establishes a requirement to evaluate interests in
        securitized financial assets to identify interests. SFAS 155 further amends
        FASB
        140 to eliminate the prohibition on a qualifying special-purpose entity from
        holding a derivative financial instrument that pertains to a beneficial interest
        other than another derivative financial instrument. The guidance SFAS 155
        also
        clarifies which interest-only strips and principal-only strips are not subject
        to the requirements of SFAS 133 and concentrations of credit risk in the
        form of
        subordination are not embedded derivatives. This Statement is effective for
        all
        financial instruments acquired or issued after the beginning of an entity’s
        first fiscal year that begins after September 15, 2006. SFAS 155 is not expected
        to have a material impact on the Company’s consolidated financial
        statements.
 
 In
        March
        2006, FASB issued SFAS 156, Accounting for Servicing of Financial Assets-an
        amendment of SFAS 140. SFAS 156 requires the recognition of a servicing asset
        or
        servicing liability under certain circumstances when an obligation to service
        a
        financial asset by entering into a servicing contract. SFAS 156 also requires
        all separately recognized servicing assets and servicing liabilities to be
        initially measured at fair value utilizing the amortization method or fair
        market value method. SFAS 156 is effective at the beginning of the first
        fiscal
        year that begins after September 15, 2006. SFAS 156 is not expected to have
        a
        material impact on the Company’s consolidated financial statements.
 
 The
        Company expects that the adoption of the new statements will not have a
        significant impact on its financial statements.
  7
 
 **Item
        2. Management’s Discussion and Analysis or Plan of
        Operation**
 
 All
        references to the “Company” for periods prior to the closing of the Merger refer
        to Marco, and references to the “Company” for periods subsequent to the closing
        of the Merger refer to Neuro-Hitech and its subsidiaries.
 
 THE
        FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED
        IN
        THE FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS QUARTERLY
        REPORT ON FORM 10-QSB .
 
 **History**
 
 We
        were
        originally formed on February 1, 2005, as Northern Way Resources, Inc., a
        Nevada
        corporation, for the purpose of acquiring exploration and early stage natural
        resource properties. On
        January 24, 2006, we entered into an Agreement and Plan of Reorganization
        (the
“Merger Agreement”) by and among us, Marco Hi-Tech JV Ltd., a privately held New
        York corporation (“Marco”), and Marco Acquisition I, Inc., a newly formed
        wholly-owned Delaware subsidiary of ours (“Acquisition Sub”). Upon closing of
        the transactions contemplated under the Merger Agreement (the “Merger”),
        Acquisition Sub was merged with and into Marco, and Marco became a wholly-owned
        subsidiary of ours. The merger was consummated on that date and in connection
        with that merger, we changed our name to Neuro-Hitech Pharmaceuticals,
        Inc.
 
 Marco
        was
        incorporated in the State of New York on December 11, 1996. Through 2005,
        Marco
        conducted analytical work and clinical trials of HupA and was focused primarily
        on licensing proprietary HupA technology from independent third-party developers
        and investigators, including the Mayo Foundation, and until such time operated
        with no full-time employees and minimal internal resources. In addition,
        from
        time to time, Marco has imported and sold inventories of natural huperzine
        and
        other dietary supplement ingredients to vitamin and supplement suppliers
        to
        generate revenues. In 2005, Marco decided to raise additional capital to
        pursue
        additional approvals and undertake necessary studies for the development
        and
        commercialization of HupA, including funding development and securing rights
        to
        third-party transdermal patch technology and may change its manner of operations
        to reflect increased activity, including personnel needs.
 
 **Overall
        Operating Results**
 
 We
        had
        revenues from operations of $68,040 in the quarter ended March 31, 2006,
        a 20.0%
        increase from the $56,700 in revenue achieved from quarter ended March 31,
        2005.
        The increase in revenue was a result of an increase in product sales to our
        single customer of natural huperzine and the sale of natural huperzine to
        certain strategic partners.
 
 Cost
        of
        goods sold as a percentage of our revenue was 42% for the quarter ended March
        31, 2006, compared with 35% for the quarter ended March 31, 2005. The increase
        in our cost of goods sold as a percentage of our revenue is largely attributable
        to the reduced price at which we sell natural huperzine to certain strategic
        partners. Our total selling, general and administrative expenses increased
        147.1% from $90,547 in the quarter ended March 31, 2005 to $223,711 in the
        quarter ended March 31, 2006. The increase in these expenses is attributable
        to
        an increase in D&O insurance, compliance expenses associated with being a
        public company and legal costs.
 
 Our
        research and development costs increased 528.8% from $106,396 in the quarter
        ended March 31, 2005 to $669,012 in the quarter ended March 31, 2006 largely
        as
        a result of an increase in the payments to sponsored third parties to perform
        research and conduct clinical trials. In 2006, we also incurred other expenses
        that we did not incur in 2005 as a result of accounting for stock options.
  8
  **Plan
        of Operation**
 
 The
        Company is an early stage pharmaceutical company engaged in the development
        and
        commercialization of HupA for Alzheimer’s disease and other degenerative
        neurological disorders. Through a collaboration with ADCS, and Georgetown,
        the
        Company has completed Phase I studies and is currently conducting Phase II
        clinical trials for HupA. HupA is a cholinesterase inhibitor that the Company
        believes may be effective in the treatment of AD and MCI, although, to date,
        its
        efforts have been focused upon HupA’s effectiveness in AD.
 
 The
        Company’s current strategy is to make HupA available in both oral and
        transdermal form. As part of these efforts, on March 15, 2006, the Company
        entered into a development agreement with XEL to develop a transdermally
        delivered product. The Company believes that HupA can effectively be delivered
        transdermally because of its low dosage requirement, and low molecular weight.
        The Company currently intends to focus upon the development of collaborative,
        joint and strategic alliances and licensing arrangements with various
        pharmaceutical companies for marketing the Company’s products once FDA approval
        is obtained although there is no assurance that FDA approval will be obtained.
        The Company presently believes the estimated additional costs to bring the
        product to market as an oral dose drug, after completing two Phase III clinical
        trials, will be substantial and no assurances as to future cost can be made.
 
 Upon
        obtaining FDA approval for HupA, it is anticipated that the Company’s
        collaborative partners, if the Company is successful in obtaining collaborative
        partners, will be primarily responsible for the sale and distribution of
        HupA
        products. Efforts will be made to reach licensing agreements with collaborative
        partners to participate in earlier phases of the drug development process
        for
        the Company’s products, reducing the likelihood of the need for it to obtain
        financing for the additional development costs. This strategy may enable
        the
        Company to gain access to the marketing expertise and resources of the Company’s
        potential partners, and to lower its capital requirements.
 
 A
        marketing study funded by the Company has shown patient compliance is a crucial
        factor in determining patient and doctor choice in choosing a medication
        for AD.
        Often it is the responsibility of a caregiver to remind the patient to take
        the
        orally given medications. Recognizing this, the Company hopes to develop
        and
        license a multi-day transdermal patch, which, if successfully realized, will
        be
        able to be applied to the patient for more than one day. Although the Company’s
        primary focus is the commercialization of HupA, the Company may also investigate
        and consider other drugs and compounds with neurological applications.
 
 **Capital
        Resources and Cash Requirements**
 
 Between
        January 2006 and March 2006, the Company received total gross proceeds of
        $4,375,000 from a private placement of securities to certain accredited
        investors that purchased an aggregate of 1,750,000 shares of the Company’s
        common stock and warrants to purchase 437,500 shares of the Company’s common
        stock (the “Offering”).
 
 The
        principal purposes of the funding from the Offering are to continue clinical
        trials, development of transdermal technologies, synthetic processes of HupA
        and
        general working capital. The Company may also use funds from the Offering
        to
        acquire additional products or technologies and for other working capital
        needs,
        such as the costs related to being a public company including SEC compliance.
        The proceeds of the Offering are not expected to be sufficient to provide
        funding to pursue many avenues of investigation of the technology, and are
        planned to be primarily devoted to clinical testing and development of
        transdermal patch technology.
 
 On
        February 1, 2006, Neuro-Hitech Pharmaceuticals, Inc. entered into an exclusive
        development agreement with Org Syn Laboratory, Inc. (“Org Syn”) for the
        development by Org Syn of synthetic Huperzine A, in accordance with the terms
        of
        the Agreement. Org Syn is entitled to receive an aggregate of $175,894 upon
        the
        execution of the Agreement, $175,916 six months from the execution date and
        an
        additional $67,664 seven months from the execution date (subject to the
        achievement of certain milestones) for services rendered under the
        Agreement.
 
 On
        March
        15, 2006, the Company entered into a Development Agreement with Xel
        Herbaceuticals, Inc. (“XEL”) for XEL to develop a Huperzine A Transdermal
        Delivery System (the “Product”). Under the terms of the Agreement, the Company
        paid XEL a $250,000 fee upon the execution of the Agreement and will pay
        XEL
        $92,500 per month during the development of the Product, which development
        is
        estimated to take approximately 16 months. The monthly payment is subject
        to
        quarterly adjustment and subject to a limit on aggregate development cost
        overruns of $250,000. **** XEL
        has
        agreed to pay any cost overruns in excess of $250,000.
  9
  The
        Company has not yet determined all of its expected expenditures, accordingly,
        management will have significant flexibility in applying a substantial portion
        of the net proceeds of the Offering. Pending use of the net proceeds as
        described above, the Company may invest the net proceeds of the Offering
        in
        short-term, interest-bearing, investment-grade securities or accounts.
 
 The
        amounts and timing of the Company’s actual expenditures will depend upon
        numerous factors, including the progress of the Company’s efforts. The foregoing
        discussion represents the Company’s best estimate of its allocation of the net
        proceeds of the Offering based upon current plans and estimates regarding
        anticipated expenditures. Actual expenditures may vary substantially from
        these
        estimates, and the Company may find it necessary or advisable to reallocate
        the
        net proceeds within the above-described uses or for other purposes.
 
 The
        Company anticipates, based on current plans and assumptions relating to
        operations, that the net proceeds of the Offering will be sufficient to satisfy
        its contemplated cash requirements to implement its business plan for at
        least
        twelve months. In the event that the proceeds of the Offering prove to be
        insufficient to fund the implementation of its business plan (due to a change
        in
        the Company’s plans or a material inaccuracy in its assumptions, or as a result
        of unanticipated expenses, technical difficulties or other unanticipated
        problems), the Company will be required to seek additional financing sooner
        than
        currently anticipated in order to proceed with such implementation. Additional
        funds may not be available on acceptable terms, if at all. If adequate funds
        are
        unavailable from any available source, the Company may have to delay, reduce
        the
        scope of or eliminate one or more of its research or development programs
        or
        product launches or marketing efforts which may materially harm the Company’s
        business, financial condition and results of operations.
 
 **Critical
        Accounting Policies**
 
 Our
        financial statements are prepared in accordance with accounting principles
        generally accepted in the United States of America. Preparing financial
        statements in accordance with generally accepted accounting principles requires
        management to make estimates and assumptions which affect the reported amounts
        of assets and liabilities and the disclosure of contingent assets and
        liabilities at the balance sheet dates, and the recognition of revenues and
        expenses for the reporting periods. These estimates and assumptions are affected
        by management’s application of accounting policies.
 
 **Item
        3.**  **Controls
        and Procedures**
 
 The
        Company maintains disclosure controls and procedures that are designed to
        ensure
        that information required to be disclosed in the Company’s reports under the
        Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
        and reported within the time periods specified in the SEC’s rules and forms, and
        that such information is accumulated and communicated to the Company’s
        management, including its Chief Executive Officer and Chief Financial Officer,
        as appropriate, to allow timely decisions regarding required disclosure.
        In
        designing and evaluating the disclosure controls and procedures, management
        recognized that any controls and procedures, no matter how well designed
        and
        operated, can provide only reasonable assurance of achieving the desired
        control
        objectives, and management necessarily was required to apply its judgment
        in
        evaluating the cost-benefit relationship of possible controls and
        procedures.
 
 Evaluation
 
 The
        Company carried out an evaluation, under the supervision, and with the
        participation, of the Company’s management, including the Company’s Chief
        Executive Officer and the Company’s Chief Financial Officer, of the
        effectiveness of the Company’s disclosure controls and procedures as of March
        31, 2006. Based on the foregoing, the Company’s Chief Executive Officer and
        principal financial officer concluded that the Company’s disclosure controls and
        procedures were effective as of March 31, 2006.
 
 There
        have been no significant changes during the quarter covered by this report
        in
        the Company’s internal control over financial reporting or in other factors that
        could significantly affect the internal control over financial
        reporting.
  10
  **PART
        II**   **OTHER
        INFORMATION**
 
 **Item
        2. Unregistered Sales of Equity Securities and Use of
        Proceeds.**
 
 On
        each
        of January 24, 2006, January 27, 2006, January 30, 2006 and March 2, 2006,
        the
        Company received gross proceeds of $3,250,000, $862,500, $237,500 and $25,000,
        respectively, from a
        private
        placement of the Company’s securities to certain accredited investors that
        purchased an aggregate of 1,750,000 shares of the Company’s common stock and
        warrants to purchase 437,500 shares of the Company’s common stock (the
“Offering”).
 
 The
        Offering was made solely to “accredited investors,” as that term is defined in
        Regulation D under the Securities Act. None of the Warrants or our Common
        Stock,
        or shares of our Common Stock underlying such securities, were registered
        under
        the Securities Act, or the securities laws of any state, and were offered
        and
        sold in reliance on the exemption from registration afforded by Section 4(2)
        and
        Regulation D (Rule 506) under the Securities Act and corresponding provisions
        of
        state securities laws, which exempts transactions by an issuer not involving
        any
        public offering.
 
 All
        sales
        in connection with the Offering were made by officers and directors of the
        Company.
 
 The
        Company entered into a registration rights agreement in connection with the
        Offering obligating the Company file a registration statement for the resale
        under the Securities Act the 1,750,000 shares issued in the Offering and
        the
        437,500 shares issuable upon exercise of the warrants issued in the Offering
        by
        April 2006. The Company has determined to defer the filing of the registration
        statement, and as a result, under the terms of the agreement, the Company
        is
        obligated to issue to the holder of these shares and warrants additional
        shares
        with a fair market value of one percent for each 30 days the registration
        is
        deferred, up to a maximum of six percent of the original
        investment.
 
 **Item
        4. Submission of Matters to a Vote of Security Holders.**
 
 On
        January 17, 2006, Northern Way Resources, Inc., a Nevada corporation
        (“Northern-NV”) was merged with and into Northern Way Resources Inc., a Delaware
        corporation (“Northern-DE”) for the sole purpose of changing its state of
        incorporation from Nevada to Delaware pursuant to an Agreement and Plan of
        Merger dated January 12, 2006 (“Reincorporation Merger Agreement”), which was
        approved through an action by written consent of a majority of the stockholders
        on January 12, 2006 (“Reincorporation Merger”). Under the terms of the
        Reincorporation Merger, each share of Northern-NV was exchanged for one share
        of
        Northern-DE. In connection with the Reincorporation Merger, Northern-DE changed
        its name to Neurotech Pharmaceuticals, Inc. (“Neurotech”).
 
 On
        January 24, 2006 Neurotech entered into an Agreement of Merger and Plan of
        Reorganization (the “Merger Agreement”) by and among Neurotech, Marco Hi-Tech JV
        Ltd., a privately held New York corporation ("Marco"), and Marco Acquisition
        I,
        Inc., a newly formed wholly-owned Delaware subsidiary of Neurotech (“Acquisition
        Sub”). Upon closing of the merger transactions contemplated under the Merger
        Agreement (the “Merger”), Acquisition Sub was merged with and into Marco, and
        Marco became a wholly-owned subsidiary of Neurotech. The Merger and Merger
        Agreement were approved through an action by written consent of a majority
        of
        the stockholders of Neurotech on January 19, 2006. The adoption of the 2006
        Incentive Stock Plan and the 2006 Non-Employees Directors Stock Option Plan
        were
        also approved through action by written consent of a majority of the
        stockholders of Neurotech.
 
 On
        January 25, 2006, Neurotech filed a Certificate of Amendment to its Certificate
        of Incorporation in order to change its name to Neuro-Hitech Pharmaceuticals,
        Inc. The adoption of that amendment was approved on January 24, 2006 through
        an
        action by written consent of a majority of the stockholders of
        Neurotech.
 
 **Item
        6.**  **Exhibits.**
  **Exhibit
        List**
  
 Exhibit
                  No.
              
              Description10.1
              
              Development
                  Agreement dated February 1, 2006, between the Company and Org Syn
                  Laboratory, Inc.10.2
              
              Development
                  Agreement dated March 15, 2006, between the Company and Xel
                  Herbaceuticals, Inc.31.1
              
              Certification
                  of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002.31.2
              
              Certification
                  of the Chief Financial Officer Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.32.1
              
              Certification
                  of the Chief Executive Officer and Chief Financial Officer Pursuant
                  to 18
                  U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley
                  Act
                  of 2002.
  11
  **SIGNATURES**
 
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, the registrant
        has
        duly caused this report to be signed on its behalf by the undersigned thereunto
        duly authorized.
 
 **Neuro-Hitech Pharmaceuticals, Inc.**(Registrant)Date: May
                15,
                2006
              
              /s/
                Reuben
                SeltzerReuben SeltzerPresident
                  and Chief Executive OfficerDate: May 15, 2006
              /s/
                  David
                  BarrettDavid
                  BarrettChief
                  Financial Officer
  12