Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Wheatley New York Partners LP
2. Date of Event Requiring Statement (Month/Day/Year)
06/10/2008
3. Issuer Name and Ticker or Trading Symbol
Neuro-Hitech, Inc. [NHPI.OB]
(Last)
(First)
(Middle)
80 CUTTERMILL ROAD, SUITE 302, 
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

GREAT NECK, NY 11021
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 2,475,835
D (1)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants to purchase common stock (2)   (3) 11/29/2011 Common Stock 60,000 $ 5 D (1)  
Warrants to purchase common stock (4)   (3) 12/14/2012 Common Stock 226,680 $ 3.46 D (1)  
Warrants to purchase common stock   (3) 11/29/2016 Common Stock 202,671 $ 13 D (1)  
Warrants to purchase common stock   (3) 11/29/2016 Common Stock 202,671 $ 18 D (1)  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wheatley New York Partners LP
80 CUTTERMILL ROAD, SUITE 302
GREAT NECK, NY 11021
    X    
RUBENSTEIN BRIAN
80 CUTTERMILL ROAD, SUITE 302
GREAT NECK, NY 11021
    X    
WAGENBERG LAWRENCE
80 CUTTERMILL ROAD
SUITE 302
GREAT NECK, NY 11021
    X    
WHEATLEY NY PARTNERS LLC
80 CUTTERMILL ROAD
SUITE 302
NEW YORK, NY 11021
    X    

Signatures

By: By Wheatley NY Partners LLC, its general partner, by Barry Rubenstein, Chief Executive Officer 06/20/2008
**Signature of Reporting Person Date

/s/ RUBENSTEIN, BRIAN 06/20/2008
**Signature of Reporting Person Date

/s/ WAGENBERG, LAWRENCE 06/20/2008
**Signature of Reporting Person Date

By: By Barry Rubenstein, Chief Executive Officer 06/20/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This is a group filing of Wheatley New York Partners LP, its general partner, Wheatley NY Partners LLC, and certain members of the general partner (Brian Rubenstein and Lawrence Wagenberg). The members of the general partner exercise investment and voting control over these securities. The general partner and its members disclaim beneficial ownership of shares held by Wheatley New York Partners LP, except to the extent of their respective pecuniary interest therein.
(2) This warrant was originally exercisable for 46,830 shares at an exercise price of $7.00 per share, but was adjusted pursuant to certain anti-dilution protections provided to Wheatley New York Partners LP in a private offering.
(3) The reported securities are fully vested and immediately exercisable.
(4) This warrant was originally exercisable for 75,000 shares at an exercise price of $7.00 per share unless the warrants were exercised prior to the later of (i) April 30, 2008 or (ii) thirty days after a registration statement registering the shares of common stock underlying the warrants was declared effective by the Securities and Exchange Commission, in which case the exercise price was to be $5.00 per share, but was adjusted pursuant to certain anti-dilution protections provided to Wheatley New York Partners LP in a private offering.

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