<PAGE>

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

                                   FORM 10-QSB

[XX]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED         MARCH 31, 1998
                              ----------------------------------

                                       OR

[  ]     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:            33-2205-D
                       ---------------------------------------------------

                                NEUROCORP., LTD.
--------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          NEVADA                                        87-0446395
-------------------------------                   ------------------------
(STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)

150 WHITE PLAINS ROAD, TARRYTOWN, NEW YORK                10591
--------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)

                                 (914) 631-3315
--------------------------------------------------------------------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

--------------------------------------------------------------------------
              (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
                          IF CHANGED SINCE LAST REPORT)

CHECK WHETHER THE ISSUER (1) HAS 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 [XX]  NO [  ]

           APPLICABLE ONLY TO CORPORATE ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

CHECK WHETHER THE REGISTRANT FILED ALL DOCUMENTS AND REPORTS REQUIRED TO BE
FILED BY SECTION 12, 13 OR 15(D) OF THE EXCHANGE ACT AFTER THE DISTRIBUTION OF
SECURITIES UNDER A PLAN CONFIRMED BY A COURT.

                                                           YES [  ]  NO [  ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

STATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON
EQUITY AS OF THE LATEST PRACTICABLE DATE: 10,813,806 SHARES AS OF MARCH 31, 1998


<PAGE>



                                           NEUROCORP, LTD. AND SUBSIDIARIES
                                      INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PART 1 -      FINANCIAL INFORMATION:

    ITEM I - FINANCIAL STATEMENTS                                                             PAGE
                                                                                             NUMBER
<S>                                                                                           <C>
              Consolidated balance sheets at March 31, 1998 (unaudited)
               and December 31, 1997                                                            1

              Consolidated statements of operations (unaudited)
               for the three months ended March 31, 1998 and 1997                               2

              Consolidated statement of stockholders' equity (unaudited)
               for the three months ended March 31, 1998                                        3

              Consolidated statements of cash flows (unaudited)
               for the three months ended March 31, 1998 and 1997                               4

              Notes to consolidated financial statements                                     5 - 12

ITEM 2 -      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS                                          13  - 19

PART II -     OTHER INFORMATION                                                                20
</TABLE>




<PAGE>

<TABLE>
<CAPTION>

                                                  NEUROCORP, LTD. AND SUBSIDIARIES
                                                     CONSOLIDATED BALANCE SHEETS

                                                               ASSETS

                                                                                              (Unaudited)
                                                                                             MARCH 31, 1998       DECEMBER 31, 1997

Current assets:
<S>                                                                                           <C>                  <C>
    Cash                                                                                  $          544,966    $        1,597,825
    Accounts receivable, net of allowance for doubtful accounts of
     $5,547 at March 31, 1998 and $40,777 at December 31, 1997                                       768,354               650,505
    Inventory                                                                                        132,241               132,727
    Prepaid expenses and taxes                                                                       193,284               152,979
    Other current assets                                                                              74,302                61,629
                                                                                          ------------------    ------------------
         Total current assets                                                                      1,713,147             2,595,665
                                                                                          ------------------    ------------------
Equipment and fixtures, net                                                                          277,255               236,002
                                                                                          ------------------    ------------------
Other assets:
    Database development costs, net                                                                1,201,408             1,228,189
    Computer system product development costs, net                                                   340,731               371,888
    Other                                                                                            151,438               178,266
                                                                                          ------------------    ------------------
         Total other assets                                                                        1,693,577             1,778,343
                                                                                          ------------------    ------------------

Total assets                                                                              $        3,683,979    $        4,610,010
                                                                                          ==================    ==================

                                                LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                                      $           61,502    $          271,129
    Accrued expenses                                                                                 280,382               215,252
    Stockholder notes and loans payable                                                              386,159               386,332
                                                                                          ------------------    ------------------
         Total current liabilities                                                                   728,043               872,713
                                                                                          ------------------    ------------------

Long-term liabilities:
    Deferred income taxes                                                                            240,000               240,000
                                                                                          ------------------    ------------------

Commitments and contingencies (Note 4)                                                                    -                     -

Stockholders' equity:
    Preferred stock, authorized 5,000,000 shares, issued as follows: Cumulative
      Preferred stock, class B, series 1, no par value, issued and
       outstanding 150,000 shares, full liquidation value  $150,000                                  150,000               150,000
    Common stock, $.001 par value, 100,000,000 shares authorized,
     10,813,806 issued and outstanding                                                                21,514                21,514
    Additional paid-in capital                                                                     6,751,897             6,751,897
    Accumulated deficit                                                                           (4,207,475)           (3,426,114)
                                                                                          ------------------    ------------------
         Total stockholders' equity                                                                2,715,936             3,497,297
                                                                                          ------------------    ------------------

Total liabilities and stockholders' equity                                                $        3,683,979    $        4,610,010
                                                                                          ==================    ==================
</TABLE>


    See accompanying notes to consolidated financial statements (unaudited).

                                        1


<PAGE>

<TABLE>
<CAPTION>

                                                  NEUROCORP, LTD. AND SUBSIDIARIES
                                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                                FOR THE THREE MONTHS ENDED MARCH 31,
                                                             (UNAUDITED)

                                                                                                 1998                   1997
                                                                                          ------------------     -----------------
<S>                                                                                       <C>                    <C>
Net sales                                                                                 $          165,414     $         275,487

Cost of sales, including amortization expense
    of $67,373  and $67,201, respectively                                                            125,339               169,843
                                                                                          ------------------     -----------------
Gross profit                                                                                          40,075               105,644
                                                                                          ------------------     -----------------

Expenses:
  General and administrative expenses                                                                812,965               321,347
  Research and development                                                                                -                 17,475
                                                                                          ------------------     -----------------
       Total expenses                                                                                812,965               338,822
                                                                                          ------------------     -----------------

Loss from operations before other income (expense)
 and income tax expense                                                                             (772,890)             (233,178)

Other income (expense):
  Interest income                                                                                      5,980                11,416
  Interest expense                                                                                   (10,701)              (47,316)
                                                                                          ------------------     -----------------
      Total other income (expense)                                                                    (4,721)              (35,900)
                                                                                          ------------------     -----------------
Loss before provision for income tax                                                                (777,611)             (269,078)

Provision for income tax                                                                                 -                     -
                                                                                          ------------------     ------------------
Net loss                                                                                  $         (777,611)    $        (269,078)
                                                                                          ==================     ==================
Net loss applicable to common shares                                                      $         (781,361)    $        (272,878)
                                                                                          ==================     =================
Loss per share:
  Basic:
    Net loss                                                                              $             (.07)    $            (.03)
                                                                                          ==================     =================

    Net loss applicable to common shares                                                  $             (.07)    $            (.03)
                                                                                          ==================     =================

Weighted average number of shares outstanding                                                     10,813,806             7,819,959
                                                                                          ==================     =================
</TABLE>








    See accompanying notes to consolidated financial statements (unaudited).

                                        2


<PAGE>


<TABLE>
<CAPTION>

                                                  NEUROCORP, LTD. AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                              FOR THE THREE MONTHS ENDED MARCH 31, 1998
                                                             (UNAUDITED)

                              PREFERRED STOCK                                         ADDITIONAL                          TOTAL
                             CLASS B, SERIES 1              COMMON STOCK               PAID-IN      (ACCUMULATED      STOCKHOLDERS'
                          SHARES          AMOUNT        SHARES         AMOUNT          CAPITAL         DEFICIT)          EQUITY
                       ------------   -------------  ------------   ------------    ------------   --------------     -------------
<S>                     <C>            <C>             <C>           <C>              <C>          <C>                 <C>
Balances at 
  December 31, 1997         150,000   $     150,000    10,813,806   $     21,514    $  6,751,897   $   (3,426,114)   $  3,497,297

Preferred stock 
  dividend                      -               -             -              -               -             (3,750)         (3,750)

Net loss for the 
 three months
 ended March 31, 1998           -               -             -              -               -           (777,611)       (777,611)
                       ------------   -------------  ------------   ------------    ------------   --------------    ------------

Balances at 
 March 31, 1998             150,000   $     150,000    10,813,806   $     21,514    $  6,751,897   $   (4,207,475)   $  2,715,936
                       ============   =============  ============   ============    ============   ==============    ============
</TABLE>














    See accompanying notes to consolidated financial statements (unaudited).

                                        3


<PAGE>
<TABLE>
<CAPTION>
                                                  NEUROCORP, LTD. AND SUBSIDIARIES
                                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                FOR THE THREE MONTHS ENDED MARCH 31,
                                                             (UNAUDITED)
                                                                                                 1998                   1997
                                                                                          ------------------     ------------------
Cash flows for operating activities:
<S>                                                                                         <C>                    <C>
    Net loss from operations                                                              $         (777,611)    $        (269,078)
  Adjustments to reconcile net loss to net cash
   used for operating activities:
    Depreciation and amortization                                                                     90,622                78,359
    Amortization of deferred financing costs                                                           6,832                33,334
    Bad debt recovery                                                                                (35,230)                  -
  Decrease (increase) in:
    Accounts receivable                                                                              (82,619)              (74,368)
    Due from affiliates                                                                              (12,673)               (2,889)
    Inventory                                                                                            486                 6,762
    Prepaid expenses and taxes                                                                       (20,949)               (6,035)
    Other current assets                                                                                                    13,386
  Increase (decrease) in:
    Accounts payable                                                                                (192,431)              (34,625)
    Accrued expenses                                                                                  61,207               (21,537)
    Income taxes payable                                                                               1,725                 3,300
    Billings in excess of costs and estimated earnings on uncompleted contracts                      (18,920)              (65,950)
                                                                                          ------------------     -----------------
Net cash flows used for operating activities                                                        (979,561)             (339,341)
                                                                                          ------------------     -----------------

Cash flows for investing activities:
    Purchase of equipment and fixtures                                                               (63,864)              (32,973)
    Database development costs capitalized                                                            (9,434)              (55,267)
    Other assets                                                                                          -                (45,087)
    Proceeds from sale of automobile                                                                      -                  1,660
                                                                                          ------------------     -----------------
Net cash flows used for investing activities                                                         (73,298)             (131,667)
                                                                                          ------------------     -----------------

Cash flows from financing activities:
    Principal payments on long-term debt                                                                  -                (18,054)
    Registration costs incurred                                                                           -                (85,876)
    Proceeds from exercise of warrants and sale of common stock                                           -                600,000
                                                                                          ------------------     -----------------
Net cash flows provided by financing activities                                                           -                496,070
                                                                                          ------------------     -----------------

Net (decrease) increase in cash                                                                   (1,052,859)               25,062

Cash at beginning of period                                                                        1,597,825             1,851,114
                                                                                          ------------------     -----------------

Cash at end of period                                                                     $          544,966     $       1,876,176
                                                                                          ==================     =================

Supplemental disclosures of cash flow information: 
    Cash paid during the year for:
     Interest                                                                             $           10,701     $           9,684
                                                                                          ==================     =================
     Income taxes                                                                         $            3,350     $           1,300
                                                                                          ==================     =================

Schedule of non-cash investing and financing activities:

Accrued dividends on Series 1 preferred stock                                             $            3,750     $           3,750
                                                                                          ==================     =================
Bank note liquidated in exchange for automobile                                           $               -      $          22,703
                                                                                          ==================     =================
</TABLE>

    See accompanying notes to consolidated financial statements (unaudited).

                                        4
<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                   (UNAUDITED)

NOTE 1   -   GENERAL

             NeuroCorp, Ltd. (the "Company") was incorporated in the State of
             Nevada on March 18, 1987. On November 23, 1994 the Company entered
             into an agreement and a plan of reorganization with HZI Research
             Center, Inc. ("HZI").

             The Company is primarily involved in two business. Through its
             wholly-owned subsidiary, HZI, the Company sub-contracts
             clinical research and performs data analysis for health
             agencies, research organizations and pharmaceutical companies.
             In addition, as an outgrowth of its research activities, the
             Company also designs diagnostic testing software and equipment
             for neuropsychiatric applications and performs neurological
             testing services for hospital and physicians. Through its
             wholly-owned subsidiary Memory Centers of America, Inc.
             ("MCAI") a Delaware corporation, the Company manages a group
             of facilities which diagnose and treat memory disorders. MCAI
             provides non-medical management of facilities as well as
             education and consultation services to individuals who suffer
             from memory impairment. Revenues from this wholly-owned
             subsidiary were immaterial for the three months ended March
             31, 1998 and 1997.

             HZI assigns certain clinical research contracts to the New
             York Institute for Medical Research, Inc. ("NYI"), a
             not-for-profit private foundation that is controlled by board
             members that also control the Company. TeleMap, Inc., is a
             wholly-owned subsidiary of HZI and has no material business
             operations.

             The Company conducts its operations in Tarrytown, New York.
             The Company's revenues consist of a concentration of
             significant long-term contracts, thus leading to a limited
             number of customers comprising a significant percentage of
             revenues.

             The unaudited interim financial statements for the three
             months ended March 31, 1998 and 1997 included herein have been
             prepared by the Company, without audit, pursuant to the rules
             and regulations of the Securities and Exchange Commission and,
             in the opinion of the Company, reflect all adjustments
             (consisting only of normal recurring adjustments) and
             disclosures which are necessary for a fair presentation. The
             results of operations for the three months ended are not
             necessarily indicative of the results for the full year. For
             further information, refer to the Company's audited financial
             statements and footnotes thereto at December 31, 1997,
             included in Form 10-KSB filed with the Securities and Exchange
             Commission.

NOTE 2   -   GOING CONCERN

             The accompanying consolidated financial statements have been
             prepared assuming that the Company will continue as a going
             concern. For the years ended December 31, 1997 and 1996, the
             Company incurred losses of $2,423,602 and $1,634,675.
             Additionally, the Company generated negative cash flows from
             operations of $2,568,380 and $897,382 for the years ended
             December 1997 and 1996, respectively. The Company's ability to
             continue as a going concern is currently dependent on its
             ability to successfully attain profitability and positive cash
             flows from operations as well as obtain capital or other
             financing to fund future losses and intended expansion. These
             factors raise substantial doubt about the Company's ability to
             continue as a going concern. The financial statements do not
             include adjustments relating to the recoverability and
             realization of assets and classification of liabilities that
             might be necessary should the Company be unable to continue in
             operation.

                                        5


<PAGE>


                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                   (UNAUDITED)

NOTE 2   -   GOING CONCERN (Cont'd)

             Managements plans to mitigate the Company's financial problems are
             outlined below.

             On April 7, 1998, the Company signed a Letter of Intent with
             Pioneer Ventures Associates Limited Partnership ("Pioneer")
             whereby the Company would receive a minimum of $2,000,000 to a
             maximum of $4,500,000 in exchange for issuing cumulative
             preferred stock convertible into common stock at $3 per share
             with an 8% dividend. Prior to the Company receiving any funds,
             Pioneer will perform due diligence which, if completed to its
             satisfaction, will result in the Company receiving an initial
             installment $2,000,000. Pioneer has imposed certain other
             conditions which include requiring the Company to bring in a
             new chief executive officer and the election of two (2)
             Pioneer representatives to the Board of Directors.

             The Company expects to receive $2,000,000 from Pioneer during
             June 1998. During the due diligence process, Pioneer is
             evaluating the capital requirements of MCAI and HZI's contract
             research division and will invest up to a total of $4,500,000
             based on terms and conditions to be agreed upon. The Company
             is also exploring additional options to obtain capital or
             financing.

             Regarding current operations, in order to maintain its
             liquidity and economic viability in the interim, the Company
             is continuing its ongoing marketing efforts to obtain
             contracts for its contract research division and has
             implemented several measures to reduce current expenditures
             such as partial salary deferrals for officers, reduction of
             expenses and aggressive collection efforts on its receivables.

NOTE 3   -   STOCKHOLDERS' EQUITY

         a)  ISSUANCE OF WARRANTS

             Pursuant to the plan of reorganization on November 23, 1994
             with HZI, the Board of Directors of the Company authorized the
             issuance of Class B and Class C Warrants to all stockholders
             of the Company of record as of November 1, 1994. The Warrants
             were distributed on a 1 Warrant for 1 share of common stock
             basis and comprised in the aggregate 800,000 Class B and
             800,000 Class C Warrants, each of which was exercisable into
             one share of Common Stock of the Company. The Class B Warrants
             were exercisable at $2.25 per share and the Class C Warrants
             are exercisable at $2.75 per share, and were to expire
             September 30, 1996. The shares of Common Stock underlying the
             Warrants must be registered with the Securities and Exchange
             Commission ("SEC") prior to the Warrants becoming exercisable.
             The exercise price of the Warrants, may be adjusted downward
             or upward at any time by the Company's Board of Directors.
             Further, the Warrants are redeemable by the Company at any
             time upon thirty days written notice, at a price of $.001 per
             Warrant.

             During January 1996, the Company's Board of Directors reduced
             the exercise price of the Class B and Class C warrants from
             $2.25 to $1.00 per share and from $2.75 to $2.00 per share,
             respectively and during the last quarter of 1997, the
             expiration dates were extended to March 31, 1998. Lastly, on
             March 31, 1998, an additional extension to September 30, 1998
             for the exercise of such warrants was approved by the Board of
             Directors.

                                        6


<PAGE>


                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                   (UNAUDITED)

NOTE 3   -   STOCKHOLDERS' EQUITY (Cont'd)

        a)   ISSUANCE OF WARRANTS (Cont'd)

             On March 12, 1997, two (2) shareholders exercised in the
             aggregate 200,000 Class B Warrants and 200,000 Class C
             Warrants, which resulted in the Company receiving proceeds of
             $600,000 and issuing 400,000 shares of common stock.

         b)  SENIOR MANAGEMENT INCENTIVE PLAN

             On November 23, 1994, the Company adopted an incentive stock
             option plan that provides for the granting of options to
             purchase up to 1,500,000 shares of the Company's common stock
             that are intended to qualify either as statutory stock options
             or non-statutory stock options. Options to purchase shares may
             be granted under the incentive stock option plan to persons
             who are employees or officers of the Company.

             On September 19, 1995, December 15, 1995 and December 18,
             1996, the Company granted 250,000, 50,000 and 500,000 options
             respectively to purchase shares of common stock pursuant to
             the Company's Incentive Plan. 250,000 options were granted to
             the former President of the Company, 50,000 to a consultant,
             and 500,000 options were granted to the former President of
             MCAI. The exercise price of the options was fixed at $.10,
             $.01 and the lower of $7.00 or fair market value per share
             respectively. Such options expire between September 2002 and
             January 2007.

        c)   ISSUANCE OF COMMON STOCK AS CONSIDERATION FOR LOANS

             On May 24, 1996, the Company entered into an agreement with a
             shareholder to borrow $200,000. The loan is non-interest
             bearing and is payable within one (1) year or is payable out
             of the first proceeds resulting from any exercise of
             outstanding Class B and Class C warrants, whichever comes
             first. As additional consideration the Company issued 66,665
             shares of restrictive common stock. The Company has valued the
             common stock at $133,333 or fifty percent (50%) of the fair
             market value on May 24, 1996, the date of the transaction. The
             Company recorded deferred financing cost and increased
             stockholders' equity by $133,333, respectively for this
             transaction. The deferred financing cost were amortized over
             one year, which is the maximum term of the loan. During June
             1997 the original maturity date of May 24, 1997 was extended
             to December 15, 1998. Accordingly, as of March 31, 1998, and
             December 31, 1997 such loans have been classified as short
             term.

        d)   PREFERRED STOCK

             During December 1994, the Company issued two classes of
             preferred stock for total consideration of $400,000. The first
             class of 150,000 shares of cumulative non-convertible
             preferred stock class B, series 1, no par value has a
             liquidation preference of $1 per share. Dividends accrue on
             such stock commencing January 1, 1996 at a rate of 10% of the
             liquidation value and are payable semi-annually in cash or
             stock. At March 31, 1998 and December 31, 1997, the Company
             had accrued dividends of $5,000 and $1,250, respectively,
             related to this preferred stock after a payment of $28,750 in
             the form of common stock during December 1997.

                                        7


<PAGE>


                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                   (UNAUDITED)

NOTE 3   -   STOCKHOLDERS' EQUITY (Cont'd)

        d)   PREFERRED STOCK (Cont'd)

             The second class of 250,000 shares of convertible, no par
             value, preferred stock, Class B, Series 2, were converted into
             common stock during November 1997.

         e)  REGISTRATION OF COMMON STOCK

             During February, 1996, the Company commenced registering
             common shares and warrants pursuant to certain registration
             rights, and other contractual obligations incurred by the
             Company in connection with the issuance of such common shares
             and warrants pursuant to the HZI acquisition agreement signed
             in November 1994 and the sale of common shares in December
             1995. The Company will not receive any of the proceeds from
             the sale of the common shares or warrants since all respective
             shares are being offered by the selling stockholders. The
             Company has also agreed to pay for such costs related to the
             registration.

NOTE 4   -   COMMITMENTS AND CONTINGENCIES

        a)   OPERATING LEASES

             The Company and its subsidiaries have entered into lease
             agreements for administrative offices and certain equipment
             under noncancellable operating leases expiring in various
             dates through December 2002. The administrative office leases
             contain a provision for additional rent which is equal to the
             Company's pro rated share of future real estate taxes.

             A schedule of future minimum rental payments at December 31, 1997
             is as follows:
<TABLE>
<CAPTION>

                  YEAR ENDED DECEMBER 31,
                  -----------------------
<S>                                                         <C>
                           1998                             $      171,515
                           1999                                    122,002
                           2000                                    115,572
                           2001                                    115,000
                           2002                                    115,000
                                                            --------------
                                                            $      639,089
                                                            ==============
</TABLE>

             Rent expense under all operating leases for the three months
             ended March 31, 1998 and 1997 was $41,007 and $28,821,
             respectively.

        b)   CONCENTRATION OF CREDIT RISK

             For the three months ended March 31, 1998 and 1997,
             approximately 69% and 67%, respectively, of net sales were
             derived from two unrelated customers who are in the
             pharmaceutical and psychiatric industries. As of March 31,
             1998 and December 31, 1997, approximately 76% and 90%
             respectively, of accounts receivable are due from four
             unrelated customers.

                                        8


<PAGE>


                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                   (UNAUDITED)

NOTE 4   -    COMMITMENTS AND CONTINGENCIES (Cont'd)

         c)   EMPLOYMENT AGREEMENTS

              i)   On September 20, 1995, the Company's Chairman of the Board
                   entered into an employment agreement providing for a base
                   salary of $250,000 per year. The agreement is for an initial
                   term of 10 years and is renewable on a month to month basis
                   thereafter. Further, the agreement provides for a term life
                   insurance policy amounting to $1,000,000 payable to the
                   Chairman's designated beneficiary and also provides for
                   transportation arrangements funded by the Company. Through
                   December 31, 1996, the Company's Chairman waived his right to
                   receive the term life insurance as provided for in the
                   employment agreement. For the three months ended March 31,
                   1998 and 1997 premiums paid on such policy amounted to $0 and
                   $4,831, respectively.

                   On May 7, 1998, pursuant to a board meeting, the
                   Chairman of the Board resigned as President and CEO
                   effective May 15, 1998. Accordingly, a director of the
                   Company was elected as the interim Chief Executive
                   Officer and President.

             ii)   On December 7, 1994, the Company entered into an employment
                   agreement with an Executive Vice President providing for a
                   base salary of $100,000 per year. The agreement expires on
                   January 1, 2000 and is renewable on a year to year basis
                   thereafter. The agreement provides that on January 1 of each
                   year the Executive Vice President shall be entitled to a 10%
                   salary increase and an annual bonus equal to at least fifty
                   percent (50%) of his base salary subject to the Board of
                   Directors approval. As of March 31, 1998 and December 31,
                   1997, the Board of Directors did not approve any bonus to
                   such individual. If the employee is terminated within the
                   contract period due to a change in control of the Company as
                   defined in the Securities Exchange Act of 1934, under
                   Sections 13(d) and 14(d), said Executive Vice President shall
                   be entitled to a lump sum payment equal to five (5) times his
                   gross annual compensation, in effect at date of termination.
                   Additionally, for the three year period after the date of
                   termination, the Company is obligated to provide the employee
                   with life and health insurance benefits substantially similar
                   to those which the Executive Vice President was receiving
                   prior to the date of termination.

             iii)  On December 31, 1996, the Company entered into an employment
                   agreement with its then Chief Financial Officer providing for
                   a base salary of $85,000 per year. The agreement expires on
                   January 1, 2000 and is renewable on a year to year basis
                   thereafter. This agreement was later amended to document that
                   her official title and duties are Vice President,
                   Administration, and Special Assistant to the Chairman.

             iv)   On December 18, 1996, the Company and MCAI entered into an
                   employment agreement with the CEO and President of MCAI who
                   was also an Executive Vice President of the Company providing
                   for a base salary of $150,000 in year one, $225,000 in year
                   two and increasing by the Consumer Price Index ("CPI") change
                   each year thereafter. The agreement expires on January 1,
                   2000 and is renewable on a year to year basis thereafter. The
                   agreement provides for 500,000 qualified stock options for
                   purchase of common stock exercisable at the lower of $7.00
                   per share or fair market value. The options are exercisable
                   upon vesting and expire January 6, 2007. On January 6, 1997,
                   200,000 of such options vested and 150,000 options each vest
                   on January 6, 1998 and 1999. During March 1998, such
                   individual resigned from 

                                        9


<PAGE>


                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                   (UNAUDITED)

NOTE 4  -    COMMITMENTS AND CONTINGENCIES (Cont'd)

         c)  EMPLOYMENT AGREEMENTS (Cont'd)

                   the Company and accordingly, lost the right to the options
                   which would have vested January 6, 1999.

             v)    On July 1, 1997, the Company entered into an employment
                   agreement with the Vice President of Technical Operations,
                   providing for a base salary of $80,000 per year with annual
                   increases. This agreement expires on July 1, 2000 and is
                   renewable for successive one-year terms thereafter.

             vi)   On July 1, 1997 MCAI and the Company entered into an
                   employment agreement with the Managing Director of MCAI. This
                   agreement provides for a base salary of $75,000 per year with
                   annual increases, expiring on July 1, 1999 and is renewable
                   on a year to year basis thereafter.

         d)  CONSULTING AGREEMENT

             On July 1, 1995, the Company entered into a five (5) year
             consulting agreement with an entity controlled by the
             Company's former President and Vice Chairman. Said agreement
             provided for a fee of $75,000 per annum. The agreement was
             amended on July 12, 1996 to provide for a reduced fee of
             $30,000 per annum. During March 1998, such individual became
             the acting Chief Executive Officer of MCAI and his
             compensation was increased to $10,000 per month pursuant to a
             letter agreement with the chairman of the Company.

        e)   LETTER OF INTENT

             On April 7, 1998, the Company signed a Letter of Intent with
             Pioneer Ventures Associates Limited Partnership ("Pioneer")
             whereby the Company would receive a minimum of $2,000,000 to a
             maximum of $4,500,000 in exchange for issuing cumulative
             preferred stock convertible into common stock at $3 per share
             with an 8% dividend. Prior to the Company receiving any funds,
             Pioneer will perform due diligence which, if completed to its
             satisfaction, will result in the Company receiving an initial
             installment $2,000,000. Pioneer has imposed certain other
             conditions which include requiring the Company to bring in a
             new chief executive officer and the election of two (2)
             Pioneer representatives to the Board of Directors.

             The Company expects to receive $2,000,000 from Pioneer during
             June 1998. During the due diligence process, Pioneer is
             evaluating the capital requirements of MCAI and HZI's contract
             research division and will invest up to a total of $4,500,000
             based on terms and conditions to be agreed upon.

                                       10


<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                   (UNAUDITED)

NOTE 5   -   RELATED PARTY TRANSACTIONS

        a)   REVENUES FROM AFFILIATES

             Manhattan Westchester Medical Services, P.C. ("Manhattan
             Westchester") reimburses the Company for the use of certain
             employees as well as office and laboratory space
             (administration services) of the Company. The Company and
             Manhattan Westchester also operate under an oral agreement
             whereby the Company is paid $1,000 per month for each of the
             Memory Centers operated by Manhattan Westchester. Manhattan
             Westchester is 95% owned by the Company's Chairman. Net
             revenues from Manhattan Westchester for the three months ended
             March 31, 1998 and 1997 amounted to $12,675 and $21,252,
             respectively. Effective March 1, 1998, such oral agreement was
             terminated with Manhattan Westchester. The Company is
             undergoing negotiations with an unrelated physician to provide
             medical services relating to the Memory Centers.

        b)   STOCKHOLDER NOTES AND LOANS PAYABLE

             Stockholder notes and loans payable consisted of the following at:

<TABLE>
<CAPTION>

                                                                               MARCH
                                                                             31, 1998         DECEMBER
                                                                            (UNAUDITED)       31, 1997
                                                                            -----------       --------

<S>                                                                      <C>                 <C>
                Non-interest bearing loans and payables,
                 (See (i) below)                                         $       86,159     $       86,332

                Notes payable bearing an interest of
                 5% to 9% (See below)                                           300,000            300,000
                                                                         --------------     --------------

                                                                         $      386,159     $      386,332
                                                                         ==============     ==============
</TABLE>

             i)    Stockholder loans payable relates to advances made to HZI and
                   NYI by its former Chairman of the Board which are due on
                   demand.

             ii)   On May 24, 1996, the Company entered into an agreement
                   with a shareholder to borrow $200,000. The note is
                   non-interest bearing and was payable within one (1) year
                   or is payable out of the first proceeds resulting from
                   any exercise of outstanding Class B and Class C
                   warrants, whichever comes first. As consideration for
                   such loan, the Company issued 66,666 shares of
                   restricted common stock. During June 1997, the original
                   maturity date of May 24, 1997 was extended to December
                   15, 1998. Lastly, the Company agreed to include said
                   shares in its pending Registration Statement.

             iii)  On July 16, 1996, the Company entered into two loan
                   agreements amounting to $200,000 with two unrelated
                   shareholders. Each note was for $100,000, bears interest
                   at 9% per annum and was due at the earlier of one (1)
                   year or payable from any of the proceeds of a sale of
                   the Company's securities including the exercise of Class
                   B and C Warrants. On April 30, 1997, the Company
                   liquidated one note amounting to $100,000 and extended
                   the second note's maturity date to December 15, 1998.

                                       11

<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                   (UNAUDITED)


             At March 31, 1998 and December 31, 1997, accrued interest
             related to such notes and loans amounted to $19,409 and
             $17,309, respectively, and is included in accrued expenses.

NOTE 5   -   RELATED PARTY TRANSACTIONS (Cont'd)

         c)  CONSULTING AGREEMENT

             On July 1, 1995, the Company entered into a five (5) year
             consulting agreement with an entity controlled by the
             Company's former President and Vice Chairman. Said agreement
             provided for a fee of $75,000 per annum. The agreement was
             amended on July 12, 1996 to provide for a reduced fee of
             $30,000 per annum. During March 1998, such individual became
             the acting Chief Executive Officer of MCAI and his
             compensation was increased to $10,000 per month pursuant to a
             letter agreement with the chairman of the Company.

         d)  DUE FROM AFFILIATES

             Manhattan Westchester reimburses the Company for the use of
             certain employees as well as office and laboratory space
             (administration services) of the Company. The Company and
             Manhattan Westchester also operate under an oral agreement
             whereby the Company is paid $1,000 per month for each of the
             Memory Centers controlled Manhattan Westchester. Manhattan
             Westchester is 95% owned by the Company's Chairman. At March
             31, 1998 and December 31, 1997, amounts due from Manhattan
             Westchester, principally for management and administrative
             services, amounted to $66,866 and $57,193, respectively, which
             have been included in other current assets. Effective March 1,
             1998, such oral agreement was terminated with Manhattan
             Westchester. The Company is undergoing negotiations with an
             unrelated physician to provide medical services relating to
             the Memory Centers.

                                       12


<PAGE>


ITEM 6   -   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS

             The Company was incorporated in the State of Nevada on March
             18, 1987 with the name Tamarac Ventures, Ltd. On November 23,
             1994, in connection with the reverse acquisition of HZI
             Research Center, Inc. ("HZI"), the Company amended its
             Certificate of Incorporation to change its name to NeuroCorp,
             Ltd. and to reduce its authorized common stock from
             200,000,000 shares to 100,000,000 shares and to authorize
             5,000,000 shares of preferred stock.

             The Company is primarily involved in two businesses: (i) it
             sub-contracts clinical research and performs data analysis for
             health agencies, research organizations and pharmaceutical
             companies, and (ii) it manages a group of facilities that
             diagnose and treat memory disorders. In addition, as an
             outgrowth of its research activities, the Company also designs
             diagnostic testing software and equipment for neuropsychiatric
             applications and the Company performs neurological testing
             services for hospitals and physicians. The Company conducts
             these activities through two wholly owned subsidiaries, HZI
             and Memory Centers(TM) of America, Inc. ("MCAI"), a Delaware
             Corporation. In November 1994, the Company acquired all of the
             issued and outstanding shares of HZI. HZI conducts contract
             research, designs diagnostic software and equipment and
             performs neurological testing services. In March 1996, the
             Company established MCAI to provide non-medical management,
             educational, consultation and marketing services to licensed
             physicians and entities controlled by them. These physicians
             offer professional diagnostic, preventive and treatment
             services, through pilot facilities, Memory Centers(TM), to
             persons who suffer from memory disturbances. MCAI, through
             affiliated corporations, also supplies the medical equipment
             used in Memory Centers(TM). There are currently four Memory
             Centers(TM), two located in New York City (Manhattan and
             Brooklyn), one in Tarrytown, New York, and one in Bakersfield,
             California. These Memory Centers(TM) are operated under
             management agreements with Manhattan Westchester Medical
             Services (Manhattan, Brooklyn and Tarrytown), and the Truxton
             Psychiatric Group PC (Bakersfield). During January 1998, the
             Company commenced the construction of a signature Memory
             Center in Manhattan, New York. The Company expects such Memory
             Center to be completed by the early summer. Lastly, the
             Company is expecting to open a sixth Memory Center by June
             1998 in Boca Raton, Florida. Such Memory Center will be
             operated through an existing clinic until the Company
             constructs its own location. Under the terms of these
             management agreements, MCAI supplies equipment, management,
             marketing, data handling and personnel services for
             physicians, and the physicians provide all medical services
             and employ all clinical staff. Effective March 1, 1998, the
             oral agreement with Manhattan Westchester was terminated. The
             Company is undergoing negotiations with an unrelated physician
             to provide medical services to the Memory Centers. MCAI is
             compensated through fixed management fees for its managerial
             services, and it is compensated for its billing services and
             variable expenses, such as supplies, as they occur. These
             agreements are for a fixed period of time, generally not less
             than one year. MCAI began full operation of the pilot program
             at the end of the second quarter of 1996. Each facility is
             estimated to cost between $70,000 to $250,000 for equipment,
             leasehold improvements and working capital which includes
             administration costs. Revenues from this wholly-owned
             subsidiary were $16,000 and $9,000 for the three months ended
             March 31, 1998 and 1997, respectively.

                                       13


<PAGE>


ITEM 6   -   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS (Cont'd)

             During the second quarter of 1997, the Company created a new
             division within NeuroCorp Ltd., called Tel-Neuro Psychiatry
             ("TNP"). The TNP division is responsible for marketing
             Tele-Neuro Psychiatric systems which are based on the
             Company's proprietary software and hardware equipment. The TNP
             system provides data communication with off-site experts.
             Furthermore, the Company believes the new TNP system is useful
             for enhancing quality controls in research programs. The
             Company is currently utilizing TNP systems in the four (4)
             MCAI centers. In September 1997, Drs. Itil and Le Bars and Mr.
             Eralp received a patent for certain data collection, analysis
             and transmission procedures that the TNP system relies upon.
             This patent has been assigned to the Company.

             The Company recognizes revenue and costs from its contracts
             under the percentage of completion method. Cost of revenues
             include all direct material and labor costs and those indirect
             costs related to contract performance. General and
             administrative expenses are accounted for as period costs and
             are, therefore, not included in the calculation of the
             estimates to complete contracts in progress. Changes in each
             contracts's performance, conditions and estimated
             profitability including those arising from contract penalty
             provisions, and final contract settlements may result in
             revisions to costs and income and are recognized in the period
             in which the revisions are determined. In addition, losses are
             recognized in full when determinable.

             Revenue from computer system sales, which include BFM Systems,
             are recognized upon the shipment of the turnkey systems.
             Service revenues are recognized as they are rendered on the
             accrual basis of accounting.

             THREE MONTHS ENDED MARCH 31, 1998 AS COMPARED TO THE THREE MONTHS
             ENDED MARCH 31, 1997

             The Company reported a net loss of $777,611 for the three months
             ended March 31, 1998 as compared to a net loss of $269,078 for the
             three months ended March 31, 1997.

             Revenues for the three months ended March 31, 1998 and 1997
             amounted to $165,414 and $275,487, respectively. Revenues decreased
             by $110,073 or 40% for the three months ended March 31, 1998 as
             compared to the three months ended March 31, 1997. Gross profit for
             the three months ended March 31, 1998 and 1997 amounted to $40,075
             and $105,644, respectively or a net decrease of $65,569. Gross
             profit percentages for the three months ended March 31, 1998 and
             1997, were 24% and 38%, respectively, or a net decrease of 14%. The
             Company includes in the cost of sales amortization of its database
             and computer system product development costs. Commencing, January
             1, 1996 the Company revised its estimate of the useful life of the
             software development cost from 17 years to 7 years. This change was
             made to better reflect the estimated period during which the assets
             will remain in service. For the three months ended March 31, 1998
             and 1997 amortization charges amounted to $67,373 and $67,201,
             respectively. The decrease in gross profit is a result of no sales
             of BFM equipment during the three months ended March 31, 1998 while
             amortization charges related to BFM continue to be made.

             Furthermore, the decrease in sales and gross profit during the
             three months ended March 31, 1998 as compared to the three months
             ended March 31, 1997 is attributable to the following:

                                       14


<PAGE>


ITEM 6   -   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS (Cont'd)

             THREE MONTHS ENDED MARCH 31, 1998 AS COMPARED TO THE THREE
             MONTHS ENDED MARCH 31, 1997 (Cont'd)

         1.  The Company has not entered into any major multi-million dollar new
             long-term contracts since December 31, 1993 and major contracts
             recorded prior to this period were substantially completed during
             the December 31, 1995 and 1994 year end. For the years ended
             December 31, 1997 and 1996, the Company received $405,700 and
             $759,000, respectively, of new contracts. Revenues from contracts
             for the three months ended March 31, 1998 as compared to the three
             months ended March 31, 1997 amounted to $131,215 and $211,872,
             respectively, or a net decrease of $80,657. The contract division's
             low revenues for the March 31, 1998 and 1997 quarters is
             attributable to the Company's lack of major new contracts.
             Management believes that the drug research industry has been
             temporarily negatively impacted due to consolidation in the
             pharmaceutical industry, which has resulted in the reduction of the
             available pool to new research contracts. The Company believes that
             demand for more effective central nervous system drugs with fewer
             negative side effects will continue to stimulate the demand for
             contract research on central nervous system drugs.

             The gross profit percentage from contracts for the three
             months ended March 31, 1998 is 44% as compared to the March
             31, 1997 which was 51%. The decrease in gross profit for the
             three months ended March 31, 1998, as compared to the three
             months ended March 31, 1997, is primarily a result of
             amortization charges related to contract research and the
             reduced revenues of the contract research division.

             As of March 31, 1998, the Company's contract research division
             had a backlog of approximately $62,000 from uncompleted
             contracts. The Company expects to realize 100% of such backlog
             during the remainder of 1998.

             The contract research division during 1997 and 1996 performed
             significant work for a major foreign customer, resulting in a
             large increase in their accounts receivable. As of March 31,
             1998 the receivable amount from this foreign customer amounted
             to approximately $221,000, of which $100,000 is expected to be
             collected during the second quarter of 1998. The remaining
             balance will be collected upon completion of the project's
             final report.

         2.  Net sales of BFM Systems(R) for the three months ended March
             31, 1998 and 1997 amounted to $0 and $24,394, respectively.
             Gross profit amounts for the three months ended March 31, 1998
             amounted to a negative $25,077 whereas for the three months
             ended March 31, 1997 the gross profit amounted to a negative
             $46,508 or a net increase of $21,431. Amortization expense
             related to BFM Systems for three months ended March 31, 1998
             and 1997 amounted to $26,950 and $45,574, respectively. The
             Company management is revising its marketing strategy and
             believes the lack of sales is temporary.

         3.  Revenues of the TeleMap(R) division for the three months ended
             March 31, 1998 and 1997 amounted to $18,199 and $24,592,
             respectively. Gross profit percentage for the three months
             ended March 31, 1998 and 1997 amounted to 68% and 51%,
             respectively due to a decrease in labor costs.

                                       15


<PAGE>


ITEM 6   -   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS (Cont'd)

             THREE MONTHS ENDED MARCH 31, 1998 AS COMPARED TO THE THREE
             MONTHS ENDED MARCH 31, 1997 (Cont'd)

         4.  Pilot Memory Center(TM)management fees for the three months ended
             March 31, 1998 and 1997 amounted to $16,000 and $9,000,
             respectively. $6,000 of this revenue for the three months ended
             March 31, 1998 and all of the revenue for the three months ended
             March 31, 1997 was derived from Manhattan Westchester Medical
             Services, P.C. ("Manhattan Westchester") through a pilot program
             conducted under the management of MCAI and $10,000 of the revenue
             for the three months ended March 31, 1998 was from the Bakersfield
             Memory Center. Manhattan Westchester is a medical practice that is
             controlled by the Company Chairman. While MCAI does not receive any
             direct insurance reimbursements, it does receive a management fee
             from Manhattan Westchester. Insurance reimbursements are received
             by the medical practice conducting the program based on rates
             established by third party payors which are in turn based on the
             number of visits and type of service performed. Effective March 1,
             1998, Manhattan Westchester will not be providing such medical
             services to MCAI. The Company is undergoing negotiations with
             unrelated physicians to provide medical services to MCAI.

             General and administration expenses include overhead,
             administration salaries, selling and consulting costs.
             Further, the Company classifies the costs of planning,
             designing and establishing the technological feasibility of
             its computer system products as research and development costs
             and charges those costs to expense when incurred. After
             technological feasibility has been established, costs of
             producing a marketable product and its prototype are
             capitalized. Capitalized database and computer system
             development costs are composed mainly of payroll and other
             direct employee costs. Costs associated with the above, which
             are not capitalized during the period, are charged to either
             general and administrative or research and development
             expense.

             General and administrative expenses for the three months ended
             March 31, 1998 were $812,965 as compared to the three months
             ended March 31, 1997 of $321,347 or an increase of $491,618 or
             153%. The increase in general and administrative expenses for
             the three months ended March 31, 1998 is primarily due to the
             Company increasing its development costs for its subsidiary,
             MCAI, by $441,000 as compared to the three months ended March
             31, 1997.

             Research and development costs ("R&D") for the three months
             ended March 31, 1998 were $0 as compared to the three months
             ended March 31, 1997 of $17,345 or an decrease of $17,345. The
             decrease in R&D costs is principally due to a concentration by
             the Company on its contract research and the development of
             Memory Centers.

             During November and December 1997, the Company liquidated
             several loans which were convertible into common stock. As a
             result of these conversions, interest expense for the three
             months ended March 31, 1998 as compared to the three months
             ended March 31, 1997 decreased by $36,615.

                                       16


<PAGE>


ITEM 6   -   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS (Cont'd)

             LIQUIDITY AND CAPITAL RESOURCES

             At March 31, 1998 and December 31, 1997, the Company had
             working capital of $985,104 and $1,722,952, respectively. The
             Company's cash balance at March 31, 1998 amounting to
             approximately $545,000 is primarily made up of an influx of
             $1,500,000 of capital on December 31, 1997. The Company's net
             accounts receivable, which amounted to $768,354 at March 31,
             1998 are expected to be collected prior to June 30, 1998,
             except for $120,000 to be received upon completion of a
             project's final report to a foreign customer, expected to be
             completed prior to December 31, 1998. As of March 31, 1998, of
             the Company current liabilities amounting to $728,043,
             $300,000 represents stockholder loans which are not due until
             December 31, 1998. The Company expects to repay the remaining
             debt from internally generated funds or additional public or
             private sales of its securities.

             For the three months ended March 31, 1998 and 1997, the
             Company used cash for operations of $979,561 and $339,341,
             respectively, resulting in increased use of cash for
             operations by $640,220. The net increase for the three months
             ended March 31, 1998 is the result of loss from operations
             amounting to $777,611 compared to the loss from operations for
             the three months ended March 31, 1997 of $269,078.

             For the three months ended March 31, 1998 and 1997 cash used
             by investing activities amounted to $73,298 and $131,667,
             respectively, or a net decrease in use of cash of $58,369. The
             decrease use in cash for investing activities for the three
             months ended March 31, 1998 as compared to the three months
             ended March 31, 1997 was attributable to the following: (i)
             purchase of equipment and fixtures amounting to $63,864 and
             $32,973 for the three months ended March 31, 1998 and 1997
             (ii) capitalized database development costs of $9,434 and
             $55,268 for the three months ended March 31, 1998 and 1997
             (iii) decrease in purchases of other assets to $0 for March
             31, 1998 from $45,087 for the three months ended March 31,
             1997. The decrease in the database development costs was the
             result of a large amount of EEG studies inputted into the
             database. The Company during the three months ended March 31,
             1998 purchased equipment amounting to approximately $64,000,
             principally for its subsidiary MCAI.

             For the three months ended March 31, 1998 and 1997 cash
             provided by financing activities amounted to $0 and $496,070,
             respectively. For the three months ended March 31, 1997, the
             Company received $600,000 in connection with the exercise of
             200,000 Class B and 200,000 Class C warrants, which resulted
             in the Company issuing 400,000 shares of common stock. The
             Company incurred registration costs for the three months ended
             March 31, 1998 and 1997 amounting to $0 and $85,876,
             respectively, in connection with registering shares of common
             stock and warrants pursuant to contractual obligations with
             certain stockholders. At March 31, 1998 and 1997, the Company
             accrued $3,750 of dividends for Series 1 preferred stock as
             required under the terms of the preferred stock.

             MANAGEMENTS'S PLAN

             The intended development of Memory Centers(TM) requires
             substantial amounts of capital without any assurance that they
             will be successful. Depending on size and location, the
             Company estimates that each facility would require between
             $70,000 and $250,000 for equipment, leasehold improvements,
             and working capital, including corporate overhead attributable
             to operating the Memory Centers(TM). Therefore, the Company
             estimated that its short term capital requirements for 30
             fully functioning Memory Centers(TM) will be in the range of
             $4,000,000 to $5,000,000.

                                       17


<PAGE>


ITEM 6   -   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS (Cont'd)

             MANAGEMENTS'S PLAN (Cont'd)

             The Company intends to set up 240 centers within the next 4
             years if additional capital can be raised. Long term capital
             requirements for these centers based on the same assumptions
             as set forth above, could range from $15,000,000 to
             $20,000,000. The Company intends to raise such capital through
             public and private sale of its securities as well as by debt
             financing. Addi tionally the Company is exploring joint
             ventures and strategic alliances with other companies. No
             assurance can be given that such capital will be raised or
             that strategic alliances or joint ven tures will be formed.

             As a result of a successful research project, the Company's
             largest customer has made new commitments to the Company. In
             this connection the Company received from this customer, as of
             December 31, 1996, $100,000 to support the efforts of an
             Advisory Committee of a prominent international health
             organization to develop an Alzheimer's Study protocol, as well
             as commitments for $285,000 to continue its work on the plant
             extract product. The Company, during the fourth quarter of
             1996, also obtained a new contract ($140,000) from a U.S.
             pharmaceutical company to conduct a QPEEG(R) study. In
             September 1997, the Company obtained another contract in the
             amount of $230,708 pursuant to which a U.S. pharmaceutical
             company will use QPEEG(R) in their multi-center drug trial.
             QPEEG(R) is a proprietary method developed by HZI that
             evaluates a drug's effect on the central nervous system using
             computer analyzed EEG, ("CEEG(R)"). HZI statistically analyzes
             the before and after effects of a drug and correlates the
             changes with information in HZI's psychotropic drug data base
             to determine the optimal time or dosage window to yield
             particular central nervous system effects.

             In January, 1995, the Company entered into a joint venture
             arrangement with Tena, Ltd. in Istanbul, Turkey, for the
             purpose of further research and development of the Company's
             products and the marketing and sales of its products in the
             Mid-East, former U.S.S.R. countries and in other geographical
             area in which the Company has no distribution. Each project
             assigned to the joint venture requires a statement of work to
             be completed, and a budget with funding responsibility to be
             decided by the respective parties. The Company entered into
             this joint venture anticipating that certain of its products
             could be developed by the joint venture at a cost below that
             attainable in the United States. While no development work has
             been assigned to Tena to date, Tena is involved in marketing
             the Company's products. Accordingly, there are at present no
             capital or other funding requirements anticipated with respect
             to this venture. However, during the second quarter of 1997,
             Tena ordered a TNP system, including a full BFM system, in
             order to set up a Memory Center in Istanbul, Turkey. A letter
             of intent in connection with this joint venture was signed in
             September 1997 by Tena for two systems. However, this has
             subsequently been reduced to one system.

             On September 4, 1997, the Company signed an agreement with the
             CoreCare Corporation, a regional provider of mental health
             care services, to form a joint venture. The joint venture,
             which, if consummated, will be 50% owned by the Company, will
             be located at Kirkbride Center, a large medical complex being
             developed in Philadelphia. Within the Kirkbride Hospital
             complex, the agreement contemplates that the joint venture
             will establish a Memory Center(TM) and Tele-Neuro psychiatric
             diagnostic laboratory. A definitive agreement has been
             negotiated and the joint venture will begin operating during
             the second quarter of 1998. In September 1997, CoreCare
             ordered two TNP systems in order to set up a Memory Center
             (each at $95,800), and a TNP diagnostic laboratory. The
             various aspects of the joint venture will require additional
             development and capital. Accordingly, there can be no
             assurance that any aspect of the joint venture can be
             developed 

                                       18


<PAGE>


ITEM 6   -   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS (Cont'd)

             MANAGEMENTS'S PLAN (Cont'd)

             within a reasonable amount of time or that any of these will be
             successful, or that capital will be found to develop any of these
             ventures.

             The Company successfully obtained 510K approval for its EEG/EP
             amplifier and is currently preparing its 510K application to
             the FDA with respect to its HZI Electrode Headset and Digital
             EEG System Software. Two of the products require improved
             prototypes and the software product is in the final testing
             stage. The aggregate cost for finishing the products and
             completing the 510K applications is estimated at $90,000,
             which funds will be derived from currently available working
             capital. A patent for a proprietary telephonic Test Dose(R)
             system is being prepared and then a pre-marketing approval
             will be sought.

             The Company does not presently have any long term capital
             commitments for its HZI and general corporate operations and
             does not expect to have major capital expenditures for these
             activities.

             The Company's financial statements have been prepared assuming
             that the Company will continue as a going concern. At December
             31, 1997, the Company has an accumulated deficit of
             $3,426,114. For the years ended December 31, 1997 and 1996,
             the Company reported net losses of $2,423,602 and $1,634,675,
             respectively. Additionally, the Company generated negative
             cash flows from operations of $2,568,380 and $897,382 for the
             years ended December 31, 1997 and 1996, respectively. Lastly,
             for the three months ended March 31, 1998, the Company
             generated a net loss of $777,611 and negative cash flows from
             operations amounting to $979,561.

             The Company's ability to continue as a going concern is
             currently dependent on its ability to obtain an immediate
             influx of cash. The company is currently negotiating with
             Pioneer Ventures Associates Limited Partnership ("Pioneer")
             for Pioneer to invest up to $4,500,000 pursuant to a letter of
             intent dated April 7, 1998 as discussed below.

             On April 7, 1998, the Company entered into a letter of intent
             "(LOI") with Pioneer Ventures Associates Limited Partnership
             ("Pioneer"), whereby Pioneer would invest up to $4,500,000 in
             the Company in return for cumulative convertible preferred
             stock, 8% dividend, convertible at $3.00 per share into common
             stock. Upon execution of a final contract, Pioneer will invest
             $2,000,000. The remaining $2,500,000 investment to be
             determined during the due diligence process which will also
             establish mutually agreeable milestones to be achieved. In
             connection with the LOI a new Chief Executive Officer will be
             named and in addition, a marketing and financial team will be
             assembled for the Company, and two seats on the Board of
             Directors will be held by Pioneer representatives. The Company
             will incur costs of $105,000 to complete this transaction. The
             Company expects to complete this transaction by June 1998.

             CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

             The Private Securities Litigation Reform Act of 1995 provides a
             safe harbor for forward- looking information made on behalf of the
             Company. All statements, other than statements of historical facts,
             which address the Company's expectations of sources of capital or
             which express the Company's expectation for the future with respect
             to financial performance or operating strategies can be identified
             as forward-looking statements. Forward-looking Statements made by
             the Company are based on knowledge of the environmental in which it
             operates, but because of the factors previously listed, as well as
             the factors beyond the control of the Company, actual results may
             differ materially from the expectations expressed in the
             forward-looking statements.


                                       19


<PAGE>


                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                   (UNAUDITED)



                           PART II - OTHER INFORMATION

ITEM 1 - Legal Proceedings:

            None

ITEM 2 - Changes in Securities:

            None

ITEM 3 - Defaults Upon Senior Securities:

            None

ITEM 4 - Submission of Matters to a Vote of Security Holders:

            None

ITEM 5 - Other Information:

         On March 16, 1998, Jonathan E. Raven resigned as a Director and
         Executive Vice President of the Company and President and Chief
         Executive Officer of Memory Centers of America, Inc. ("MCAI"). In March
         1998, Ronald Horowitz, a Director of the Company and Executive Vice
         President of MCAI since June, 1997, became acting Chief Executive
         Officer of MCAI, succeeding Mr. Raven.

         Effective May 15, 1998, Dr. Turan M. Itil, a Director, Chairman of The
         Board and Chief Executive Officer of the Company resigned as Chief
         Executive Officer, and Kurt Itil, a Director and acting Chief Operating
         Officer became interim Chief Executive Officer of the Company.

         The Company is conducting a search to fill the office of Chief
         Executive Officer of the Company, in replacement of the interim officer
         currently holding this position.

ITEM 6 - Exhibits and Reports on Form 8-K:

             a)   Exhibits

                  None

             b)   Reports on Form 8-K

                  None

                                       20


<PAGE>


                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                   (UNAUDITED)

                                    SIGNATURE

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.

                                          NeuroCorp., Ltd.

Date:   MAY 20, 1998                       By: /s/ Joseph J. Dioguardi
      ------------------------------           -----------------------
                                                Joseph J. DioGuardi
                                                Chief Financial Officer