Registration No. 333-139309

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Post-Effective Amendment No. 1
to
FORM S-8

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

NEURO-HITECH, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware
20-4121393
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)

16255 Aviation Loop Drive
Brooksville, FL 34604
(Address of Principal Executive Offices)

David Ambrose
Chief Executive Officer
16255 Aviation Loop Drive
Brooksville, FL 34604
(Name and address of agent for service)

(352) 754-8587
(Telephone number, including area code, of agent for service)

Copy to:

Jeffrey E. Jordan, Esq.
Arent Fox LLP
1050 Connecticut Avenue, N.W.
Washington, DC 20036-5339
(202) 857-6000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated file,” “accelerated filer and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check One):

Large accelerated filer ¨
Accelerated filer ¨
   
Non-accelerated filer ¨
Smaller reporting company x
(Do not check if a smaller reporting company)


DEREGISTRATION OF SECURITIES

Neuro-Hitech, Inc. (the “Company”) is filing with the Securities and Exchange Commission (the “SEC”) this Post-Effective Amendment No. 1 in connection with the Form S-8 Registration Statement No. 333-139309, filed with the SEC on December 13, 2006 (the “Registration Statement”), pursuant to which the Company registered 199,286 shares of common stock, par value $0.001 per share, for issuance under the Q-RNA 2002 Stock Incentive Plan, as amended, and assumed by the Company.  This Post-Effective Amendment No. 1 to the Registration Statement is being filed solely to deregister any and all securities previously registered under the Registration Statement that remain unsold.
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on this 1st day of July 2009.
 
 
NEURO-HITECH, INC.
  
         
 
By:
 /s/ David Barrett  
   
David Barrett
  
   
Chief Financial Officer
  
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated.

SIGNATURE
  
TITLE
  
DATE
         
/s/ David Ambrose
        
David Ambrose
  
President, Chief Executive Officer and Director
  
July 1, 2009
         
/s/ David Barrett
        
David Barrett
  
Chief Financial Officer
  
July 1, 2009
         
            
John Abernathy
  
Director
    
         
/s/ Mark Auerbach*
        
Mark Auerbach
  
Director
  
July 1, 2009
         
/s/ David Dantzker*
        
David Dantzker
  
Director
  
July 1, 2009
         
               
Gary Dutton
  
Director
    
         
                    
Kevin Esval
  
Director
    
         
 /s/ Reuben Seltzer*
        
Reuben Seltzer
  
Director
  
July 1, 2009
         
* Signed pursuant to power of attorney previously filed
        
         
By:/s/ David Barrett
      
July 1, 2009
David Barrett