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

                                   FORM 10-QSB

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1999

                                       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                                                    22-2813990
--------------------------------                     -------------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                        Identification No.)

45 Knollwood Road, Elmsford, New York                                  10523
--------------------------------------------------------------------------------
(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 |_|  No |X|

                      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: 11,731,672 shares as of October 31,
1999.

<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

PART 1 - FINANCIAL INFORMATION:

      ITEM I - FINANCIAL STATEMENTS                                      Page
                                                                        number
                                                                        ------

            Consolidated Balance Sheets at June 30, 1999 (unaudited)
            and December 31, 1998                                         1

            Consolidated Statements of Operations (unaudited)
            for the three months ended June 30, 1999 and 1998             2

            Consolidated Statements of Operations (unaudited)
            for the six months ended June 30, 1999 and 1998               3

            Consolidated statement of Stockholders' Equity (unaudited)
            for the six months ended June 30, 1999                        4

            Consolidated statements of cash flows (unaudited)
            for the six months ended June 30, 1999 and 1998               5

            Notes to consolidated financial statements                    6

      ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS                           9

PART II - OTHER INFORMATION                                              12

<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                          (Unaudited)
                                                                            June 30,      December 31,
                                                                              1999            1998
                                                                        ------------      ------------
<S>                                                                     <C>               <C>
CURRENT ASSETS
    Cash and cash equivalents                                           $    844,788      $    795,739
    Accounts receivable, net                                                  52,578             6,400
    Prepaid expenses and other current assets                                 27,831            27,785
                                                                        ------------      ------------
          Total current assets                                               925,197           829,924
                                                                        ------------      ------------

PROPERTY AND EQUIPMENT, net                                                  546,828           583,974

OTHER ASSETS                                                                 148,597           145,162
                                                                        ------------      ------------
                                                                        $  1,620,622      $  1,559,060
                                                                        ============      ============

                        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable                                                    $    469,829      $    544,770
    Accrued expenses                                                         176,729           179,825
    Unearned Revenue                                                           8,400
    Stockholder demand notes payable                                         300,000           300,000
                                                                        ------------      ------------
          Total current liabilities                                          954,958         1,024,595
                                                                        ------------      ------------

COMMITMENTS (Note 3)                                                              --                --

STOCKHOLDERS' EQUITY
    Cumulative, convertible preferred stock, Class B, Series C,
      $.001 par value, 20,000,000 shares authorized                           17,004               733
    Cumulative, non-convertible preferred stock, Class B, Series 1,
      no par value, 5,000,000 shares authorized                              150,000           150,000
    Common stock, $.001 par value, 100,000,000 shares authorized              11,731            11,225
    Additional paid-in-capital                                            11,250,113         9,172,919
    Stock Subscriptions Receivable                                          (962,500)
    Deficit                                                               (9,800,684)       (8,800,412)
                                                                        ------------      ------------
                                                                             665,664           534,465
                                                                        ------------      ------------
                                                                        $  1,620,622      $  1,559,060
                                                                        ============      ============
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (UNAUDITED)

                                                      1999            1998
                                                 ------------     ------------

NET SALES                                        $    150,827     $     43,914

COST OF SALES, including amortization expense
  of $-0- and $66,847, respectively                    42,081           92,479
                                                 ------------     ------------

      Gross profit (loss)                             108,746          (48,565)

GENERAL AND ADMINISTRATIVE EXPENSES                   513,031          802,870
                                                 ------------     ------------

      Loss from operations                           (404,285)        (851,435)

OTHER INCOME (EXPENSE)
   Interest income                                      4,575            1,221
   Other income                                         2,516
   Interest expense                                    (6,229)          (9,826)
                                                 ------------     ------------
                                                          862           (8,605)
                                                 ------------     ------------
      Loss before benefit from
        income taxes                                 (403,423)        (860,040)

BENEFIT FROM INCOME TAXES                                  --            1,625

      Net loss                                   $   (403,423)    $   (861,665)
                                                 ============     ============

(LOSS) PER COMMON SHARE                          $      (0.04)    $      (0.08)
                                                 ============     ============

WEIGHTED AVERAGE SHARES OUTSTANDING                11,230,605       10,813,806
                                                 ============     ============

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       2
<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (UNAUDITED)

                                                     1999              1998
                                                 ------------     ------------
NET SALES                                        $    198,783     $    209,328

COST OF SALES, including amortization expense
  of $-0- and $134,220, respectively                   94,801          217,818
                                                 ------------     ------------

      Gross profit (loss)                             103,982           (8,490)

GENERAL AND ADMINISTRATIVE EXPENSES                 1,094,169        1,608,513
                                                 ------------     ------------

      Loss from operations                           (990,187)      (1,617,003)

OTHER INCOME (EXPENSE)
   Interest income                                      5,827            7,201
   Other income                                         2,516
   Interest expense                                   (10,857)         (20,527)
                                                 ------------     ------------
                                                       (2,514)         (13,326)
                                                 ------------     ------------
      Loss before benefit from
        income taxes                                 (992,701)      (1,630,329)

BENEFIT FROM INCOME TAXES                                  --             1625

      Net loss                                   $   (992,701)    $ (1,631,954)
                                                 ============     ============

(LOSS) PER COMMON SHARE                          $      (0.09)    $      (0.15)
                                                 ============     ============

WEIGHTED AVERAGE SHARES OUTSTANDING                11,230,605       10,847,139
                                                 ============     ============

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       3
<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                     FOR THE SIX MONTHS ENDED JUNE 30, 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                            Preferred Stock                 Preferred Stock
                                           Class B, Series C                Class B, Series 1                Common Stock
                                         Shares          Amount          Shares         Amount          Shares          Amount
                                       ----------      ----------         -------      ----------      ----------      ----------
<S>                                       <C>          <C>                <C>          <C>             <C>             <C>
Balance, December 31, 1998                733,333      $      733         150,000      $  150,000      11,225,272      $   11,225

Issuance of common stock in
   connection with exercise of
   stock option                                --              --              --              --           6,400               6

Issurance of preferred stock            8,200,000           8,200

Issurance of preferred stock              800,000             800

Sale of preferred stock subscibed       7,200,000           7,200

Sale of common stock subscibed                                                                            500,000             500

Preferred stock dividends                  70,552              71              --              --              --              --

Net loss                                       --              --              --              --              --              --
                                       ----------      ----------         -------      ----------      ----------      ----------

Balance, June 30, 1999                 17,003,885      $   17,004         150,000      $  150,000      11,731,672      $   11,731
                                       ==========      ==========         =======      ==========      ==========      ==========

<CAPTION>
                                        Additional       Stock                                 Total
                                         Paid-in      Subscriptions                        Stockholders'
                                         Capital        Receivable          Deficit           Equity
                                        ----------      -----------       -----------       -----------
Balance, December 31, 1998              $9,172,919      $        --       $(8,800,412)      $   534,465

Issuance of common stock in
   connection with exercise of
   stock option                              6,394                                --             6,400

Issurance of preferred stock             1,016,800                                            1,025,000

Issurance of preferred stock                99,200                                              100,000

Sale of preferred stock subscibed          892,800         (900,000)                                 --

Sale of common stock subscibed              62,000          (62,500)                                 --

Preferred stock dividends                       --                             (7,571)           (7,500)

Net loss                                        --                           (992,701)         (992,701)
                                       -----------      -----------       -----------       -----------
Balance, June 30, 1999                 $11,250,113      $  (962,500)      $(9,800,684)      $   665,664
                                       ===========      ===========       ===========       ===========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       4
<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    1999              1998
                                                                 -----------       -----------
<S>                                                              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                     $  (992,701)      $(1,631,954)
    Adjustments to reconcile net loss to net
      cash used in operating activities:
      Bad debt expense (recovered)                                     2,659           (35,230)
      Depreciation and amortization                                   41,381           183,621
      Amortization of deferred financing costs                            --            26,188
    Decrease (increase) in:
      Accounts receivable                                            (48,837)          (11,674)
      Prepaid expenses
        other current assets                                             (46)           52,617
      Inventories                                                         --            (1,514)
      Due from affiliates                                                                  160
      Other Assets                                                    (3,436)               --
    Increase (decrease) in:
      Accounts payable                                               (74,941)          313,566
      Accrued expenses                                               (10,595)          (97,623)
      Unearned revenue                                                 8,400                --
                                                                 -----------       -----------
             Net cash used in operating activities                (1,078,116)       (1,201,843)
                                                                 -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Capitalized database development costs                                             (14,353)
    Purchases of property and equipment                               (4,235)         (381,605)
                                                                 -----------       -----------
             Net cash used in investing activities                    (4,235)         (395,958)
                                                                 -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from stockholder loans                                                     13,019
    Repayment of stockholder loans                                                     (22,434)
    Proceeds from issuance of stock and warrants                   1,131,400           400,000
                                                                 -----------       -----------
             Net cash provided by financing activities             1,131,400           390,585
                                                                 -----------       -----------

NET DECREASE IN CASH                                                  49,049        (1,207,216)

CASH AND CASH EQUIVALENTS, beginning of period                       795,739         1,575,159
                                                                 -----------       -----------

CASH AND CASH EQUIVALENTS, end of period                         $   844,788       $   367,943
                                                                 ===========       ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid during the year for:
         Interest                                                $     6,357       $     7,201
         Income taxes                                                  3,118             1,625
NON CASH INVESTING AND FINANCING ACTIVITIES
         Issuance of preferred stock in lieu of dividend on
           preferred stock                                            70,552                --
         Accrued dividends                                             7,500             7,500
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       5
<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (UNAUDITED)

NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      BASIS OF PRESENTATION

      The interim consolidated financial statements for the three and six months
      ended June 30, 1999 and 1998 have been prepared by NeuroCorp, Ltd. (the
      "Company") pursuant to the rules and regulations of the Securities and
      Exchange Commission (the "SEC") for interim financial reporting. These
      consolidated statements are unaudited and, in the opinion of management,
      include all adjustments (consisting only of normal recurring accruals) and
      disclosures necessary to present fairly the consolidated balance sheets,
      consolidated results of operations and consolidated cash flows for the
      periods presented in accordance with generally accepted accounting
      principles. Certain information and footnote disclosures normally included
      in financial statements prepared in accordance with generally accepted
      accounting principles have been omitted in accordance with the rules and
      regulations of the SEC. These consolidated financial statements should be
      read in conjunction with the audited consolidated financial statements,
      and accompanying notes, included the Company's Annual Report on Form 10-K
      for the period ended December 31, 1998.

      CONSOLIDATION

      The consolidated financial statements include the accounts of NeuroCorp,
      Ltd. (NeuroCorp), and its wholly-owned subsidiaries, HZI Research Center,
      Inc. (HZI) and Memory Centers of America, Inc. (MCAI). Telemap, Inc. is a
      wholly-owned subsidiary of HZI and has no material operations. All
      material intercompany balances and transactions have been eliminated in
      consolidation.

      NATURE OF OPERATIONS

      The Company performs clinical research data analysis for health agencies,
      research organizations, and pharmaceutical companies and manages a
      facility, which diagnoses and treats memory disorders and provides
      education and consultation to individuals who suffer from memory
      impairment. 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 hospitals and physicians.

      CHANGE IN REPORTING ENTITY

      New York Institute for Medical Research, Inc. (NYI) is a not-for-profit
      private foundation that in prior years' was controlled by board members
      that also controlled NeuroCorp. During 1998, the composition of
      NeuroCorp's board members changed resulting in the deconsolidation of NYI.
      All prior periods have been restated to reflect this change in reporting
      entity.

      USE OF ESTIMATES

      The preparation of consolidated financial statements in conformity with
      generally accepted accounting principles requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities as


                                       6
<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (UNAUDITED)

NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

      USE OF ESTIMATES - CONTINUED

      of the date of the consolidated financial statements, and the reported
      amounts of revenues and expenses during the reporting period. Actual
      results could differ from those estimates.

      EARNINGS PER COMMON SHARE

      For the six months ended June 30, 1999 and 1998, 17,003,885 and 0 shares
      respectively, of the Class B Series C convertible preferred stock and
      330,000 and 0 options were excluded from the calculations, as their effect
      would have been antidutive.

NOTE  2 - GOING CONCERN

      The accompanying consolidated financial statements have been prepared
      assuming that the Company will continue as a going concern. 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. 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 as a going concern.

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

      During 1999, the Company completed two investments with Pioneer Ventures
      Associates Limited Partnership pursuant to the July 30, 1998 investment
      agreement. In May 1999, the Company received $100,000 from Pioneer and
      issued 800,000 shares of the Company's Series C 8% Convertible Preferred
      Stock. In June 1999, the Company issued Pioneer 7,200,000 shares of the
      Company's Series C 8% Convertible Preferred Stock and 500,000 shares of
      common stock for a total of $962,500. The proceeds were placed in a
      restricted bank account for the Company in October 1999, and will be
      disbursed to the Company based on certain financial measures, on a monthly
      basis.

      In May 1999, the Company received $1,025,000 from entities managed by
      Lancer Management Group LLC (Lancer) and issued 8,200,000 shares of the
      Company's Series C 8% Convertible Preferred Stock and issued warrants to
      purchase 500,000 shares of Common Stock at a price of $1.00 per share.
      These warrants will be exercisable for a period of five years.

      Regarding current operations, 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
      reductions include salary deferrals, staff cuts, reducing office space and
      equipment leases and reductions in other expenses. The Company expects
      that the proceeds from Pioneer, together with current cash and projected
      cash from operations will be sufficient to fund its activities for the
      next twelve to eighteen months.


                                       7
<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (UNAUDITED)

NOTE  3 - 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 June 30, 1999 is as
      follows:

                  Year ended December 31,
                  -----------------------
                           1999                         $  134,779
                           2000                            144,120
                           2001                            147,729
                           2002                            142,565
                           2003                            134,174
                                                        ----------
                                                        $  703,367
                                                        ==========


      Rent expense under all operating leases for the six months ended June 30,
      1999 and 1998 was $101,326 and $76,403, respectively.

      b) Concentration of credit risk

      For the six months ended June 30, 1999 and 1998, approximately 65% and
      69%, respectively, of net sales were derived from three and three
      unrelated customers, respectively who are in the pharmaceutical and
      psychiatric industries. As of June 30, 1999 and December 31, 1998,
      approximately 85% and 100% respectively, of accounts receivable are due
      from three and one unrelated customers.

NOTE  4 - RELATED PARTY TRANSACTIONS

      Stockholder notes and loans payable

      Stockholder notes and loans payable consisted of the following at:

                                                         June
                                                        30, 1999        December
                                                      (Unaudited)       31, 1998
                                                       --------         --------
Non-interest bearing loans,
(See (i) below)                                        $200,000         $200,000

Notes payable bearing an interest of
5% to 9% (See below)                                    100,000          100,000
                                                       --------         --------

                                                       $300,000         $300,000
                                                       ========         ========


                                       8
<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (UNAUDITED)

NOTE  4 - RELATED PARTY TRANSACTIONS -CONTINUED

      Stockholder notes and loans payable - continued

      i)    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 year or is payable out of the first proceeds
            resulting from any exercise of outstanding Class B and Class C
            warrants, whichever comes first. During June 1997, the original
            maturity date of May 24, 1997 was extended to December 15, 1998.

      ii)   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 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.

      As of June 30, 1999, the above loans remain outstanding without extension.

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

      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.
      Certain statements in this quarterly report on Form 10-QSB are
      "forward-looking statements". These forward-looking statements include,
      but are not limited to, statements about our plans, objectives,
      expectations and intentions and other statements contained in this annual
      report that are not historical facts. When used in this annual report, the
      words "expect," "anticipate," "intend," "plan," "believe," "seek,"
      "estimate," and similar expressions are generally intended to identify
      forward-looking statements. Because these forward-looking statements
      involve risks and uncertainties, there are important factors that could
      cause actual results to differ materially from those expressed or implied
      by these forward-looking statements, including our plans, objectives,
      expectations, and intentions and other factors discussed in this report.
      We assume no obligation to update such forward-looking statements

      RESULTS OF OPERATIONS

      THREE MONTHS ENDED JUNE 30, 1999 AND 1998

      The Company reported a net loss of $403,423 for the three months ended
      June 30, 1999 as compared to a net loss of $861,665 for the three months
      ended June 30, 1998.


                                       9
<PAGE>

      Revenues for the three months ended June 30, 1999 and 1998 amounted to
      $150,827 and $43,914 respectively. Revenues increased by $106,913 or 243%
      for the three months ended June 30, 1999 as compared to the three months
      ended June 30, 1998. Gross (loss) profit for the three months ended June
      30, 1999 and 1998 amounted to $108,746 and $(48,565), respectively or a
      net increase of $157,311. The Company included in the cost of sales,
      amortization of its database and computer system product development costs
      for the three months ended June 30, 1998. The Company wrote-off the
      remaining value of database and computer system product development costs
      as of December 31, 1998. For the three months ended June 30, 1999 and 1998
      amortization charges amounted to $0 and $66,847, respectively.

      The increase in sales and gross profit is attributable to the Company
      focusing its efforts on developing the Memory Center business and the
      Company's ability to secure consulting work related to prior contract
      research business for HZI.

      General and administration expenses include overhead, administration
      salaries, selling and consulting costs.

      General and administrative expenses for the three months ended June 30,
      1999 were $513,031 as compared to the three months ended June 30, 1998 of
      $802,870 or a decrease of $289,839 or 36%. The decrease in general and
      administrative expenses for the three months ended June 30, 1999 is
      primarily due to a Company restructuring which included a reduction in
      employee staffing and other cost reduction strategies.

      Other Income (Expense) for the three months ended June 30, 1999 and 1998
      amounted to $862 and $(8,605), respectively, an increase of $9,467. The
      increase is a result of higher interest income and a decrease in interest
      expense.

      SIX MONTHS ENDED JUNE 30, 1999 AND 1998

      The Company reported a net loss of $992,701 for the six months ended June
      30, 1999 as compared to a net loss of $1,631,954 for the six months ended
      June 30, 1998.

      Revenues for the six months ended June 30, 1999 and 1998 amounted to
      $198,783 and $209,328 respectively. Revenues decreased by $10,545 or 5%
      for the six months ended June 30, 1999 as compared to the six months ended
      June 30, 1998. Gross (loss) profit for the six months ended June 30, 1999
      and 1998 amounted to $103,982 and $(8,490), respectively or a net increase
      of $112,472. The Company included in the cost of sales amortization of its
      database and computer system product development costs for the six months
      ended June 30, 1998. The Company wrote-off the remaining value of database
      and computer system product development costs as of December 31, 1998. For
      the six months ended June 30, 1999 and 1998 amortization charges amounted
      to $0 and $134,220, respectively.

      General and administrative expenses for the six months ended June 30, 1999
      were $1,094,169 as compared to the six months ended June 30, 1998 of
      $1,608,513 or a decrease of $514,344 or 32%. The decrease in general and
      administrative expenses for the six months ended June 30, 1999 is
      primarily due to a Company restructuring which included a reduction in
      employee staffing and other cost reduction strategies.

      Other Expense for the six months ended June 30, 1999 and 1998 amounted to
      $2,514 and $13,326, respectively, a decrease of $10,812. The increase is a
      result of a decrease in interest expense.


                                       10
<PAGE>

      Income Taxes

      The Company has not generated any taxable income the last four years and
      therefore has not paid any federal income taxes for this period.
      Utilization of the Company's net operating loss carryforwards may be
      subject to certain limitations under section 382 of the Internal Revenue
      Code. Due to uncertainties regarding realizability of the deferred tax
      assets, the Company has provided a valuation allowance on the deferred tax
      asset in an amount necessary to reduce the net deferred tax asset to zero.

      LIQUIDITY AND CAPITAL RESOURCES

      At June 30, 1999 and December 31, 1998, the Company had negative working
      capital of $29,761 and $194,671 respectively. The Company's cash balance
      at June 30, 1999 and December 31, 1998 amounted to $844,788 and $ 795,739,
      respectively. The Company's net accounts receivable amounted to $52,578 at
      June 30, 1999 and $6,400 at December 31, 1998, an increase of $46,178.
      Prepaid expenses at June 30, 1999 and December 31, 1998 amounted to
      $27,831 and $27,785, respectively, an increase of $46.

      As of June 30, 1999 and December 31, 1998 current liabilities amounted to
      $954,958 and 1,024,595, respectively, a decrease of $69,637. Included in
      these amounts is a $300,000 stockholder loan, which was due December 31,
      1998.

      For the six months ended June 30, 1999 and 1998, the Company used cash for
      operations of $1,078,116 and $1,201,843 respectively, resulting in
      decreased use of cash for operations by $123,727. The net decrease for the
      six months ended June 30, 1999 is the result of loss from operations
      amounting to $990,187 compared to the loss from operations for the six
      months ended June 30, 1998 of $1,617,003, a decrease of $626,816.

      For the six months ended June 30, 1999 and 1998 cash used by investing
      activities amounted to $4,235 and $395,958, respectively, or a net
      decrease in use of cash of $391,723. The decrease use in cash for
      investing activities for the six months ended June 30, 1999 as compared to
      the six months ended June 30, 1998 was attributable to a reduction in
      capitalized database development costs to $0 from $14,353 for the six
      months ended June 30, 1999 and 1998, and further to a decrease in
      purchases of fixed assets to $4,235 for June 30, 1999 from $381,605 for
      the six months ended June 30, 1998.

      For the six months ended June 30, 1999 and 1998 cash provided by financing
      activities amounted to $ 1,131,400 and $390,585, respectively. For the six
      months ended June 30, 1999, 6,400 shares were issued in connection with
      exercise of 6,400 warrants and 16,200,000 shares of the Class B, Series C
      preferred stock and 500,000 shares of common stock were issued pursuant to
      an investment by Lancer Management and Pioneer Ventures Associates Limited
      Partnership.

      MANAGEMENT'S PLAN

      The Company plans center on the following objectives; secure affiliate
      Memory Centers(TM) business, turn the Signature Memory Center into a
      profitable operation, and secure new contract research business.

      The Company is aggressively pursuing affiliate Memory Centers business, as
      it believes this will enable a less costly and quicker growth strategy.
      Previously, the Company had focused on starting Company owned and run
      Memory Centers offices, but the high cost associated with the construction
      and startup of such sites prohibits that approach.


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<PAGE>

      The Company is in negotiations with a number of entities to start such
      affiliations. The Company is negotiating with enterprises that will be
      able to provide the necessary medical office space and patient base, such
      as hospitals, skilled nursing facilities and physician groups. The Company
      has entered into four non-binding Letters of Intent with entities that are
      interested in setting up Memory Centers in their facilities. The Company
      may need to finance the acquisition of computer and medical equipment that
      will be installed at each location. The amount of capital that may be
      needed varies with each affiliation as some affiliates may purchase the
      equipment up front and pay reduced management fees in exchange.

      The Company is pursuing a marketing strategy intended to create awareness
      of Memory Centers and its services to potential patients and large
      existing healthcare providers such as, multi-specialty physician groups,
      hospital consortiums, and large assisted living center organizations. The
      Company has entered into a contract for marketing services with a highly
      respected firm in the New York City metropolitan area with a reputation
      for having relationships at the highest level of these organizations.

      The Company has entered into a consulting agreement with a major customer
      that will provide a minimum of $480,000 in revenues over the next two
      years. This contract, which is a result of previous contract research with
      the customer, began in May 1999.

      The Company also entered into contract with a large U.S. pharmaceutical
      company to provide consultative services for a period of two years
      beginning in March 1999. This contract will provide a minimum of $96,000
      in revenues over the next two years.

      The Company continues its quest for new and continuing contract research
      through its HZI operation. The Company is has started work on a research
      contract for a clinical study that could generate as much $288,000 in
      revenues. The Company is also negotiating additional contracts, which it
      hopes to finalize in the fourth quarter of 1999.

      The Company believes the Tele-Map(TM) business can be marketed and provide
      a consistent growing revenue stream. The Company is pursuing several
      options for the purpose of expanding its Tele-Map business including joint
      venture opportunities.

      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


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<PAGE>

ITEM  5 - Other Information:

      None

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

      a)    Exhibits

            None

      b)    Reports on Form 8-K

            None


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<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    NEUROCORP, LTD.  (Registrant)

Dated: November 12, 1999


                                    By: /s/VERNON L. WELLS
                                    ----------------------
                                    Vernon L. Wells, President, Chief Executive
                                    Officer, Acting Chief Financial Officer
                                    (Principal Financial Officer) and
                                    Director


                                    /s/DONALD J. ALBERTIE
                                    ---------------------
                                    Donald J. Albertie, Controller
                                    (Principal Accounting Officer)


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