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 September 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 |X|  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: 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 September 30, 1999
             (unaudited) and December 31, 1998                                 1

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

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

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

            Consolidated statements of cash flows (unaudited) for the
             nine months ended September 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)
                                                                        September 30,     December 31,
                                                                            1999              1998
                                                                        ------------      ------------
<S>                                                                     <C>               <C>
CURRENT ASSETS
    Cash and cash equivalents                                           $    509,779      $    795,739
    Accounts receivable, net                                                  50,978             6,400
    Inventory                                                                  5,686
    Prepaid expenses and other current assets                                 63,775            27,785
                                                                        ------------      ------------
           Total current assets                                              630,218           829,924
                                                                        ------------      ------------

PROPERTY AND EQUIPMENT, net                                                  538,388           583,974

OTHER ASSETS                                                                 148,597           145,162
                                                                        ------------      ------------
                                                                        $  1,317,203      $  1,559,060
                                                                        ============      ============

           LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable                                                    $    470,328      $    544,770
    Accrued expenses                                                         209,880           179,825
    Unearned Revenue                                                           7,000
    Billings in excess of costs and estimated earnings
      on uncompleted contracts                                                24,000
    Current obligations under capital leases                                   3,941
    Stockholder demand notes payable                                         300,000           300,000
                                                                        ------------      ------------
           Total current liabilities                                       1,015,149         1,024,595
                                                                        ------------      ------------

LONG TERM LIABILITIES
    Obligations under capital leases                                           6,647                --

COMMITMENTS (Note 3)                                                              --                --

STOCKHOLDERS' EQUITY
    Cumulative, convertible preferred stock, Class B, Series C,
      $.001 par value, 20,000,000 shares authorized                           17,071               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                                                              (10,171,008)       (8,800,412)
                                                                        ------------      ------------
                                                                             295,407           534,465
                                                                        ------------      ------------
                                                                        $  1,317,203      $  1,559,060
                                                                        ============      ============
</TABLE>

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


                                      -1-
<PAGE>

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

                                                      1999             1998
                                                  ------------     ------------
NET SALES                                         $    115,341     $     91,383

COST OF SALES, including amortization expense
  of $-0- and $22,218, respectively                     36,845          515,948
                                                  ------------     ------------

       Gross profit (loss)                              78,496         (424,565)

GENERAL AND ADMINISTRATIVE EXPENSES                    524,349          906,608
                                                  ------------     ------------

       Loss from operations                           (445,853)      (1,331,173)

OTHER INCOME (EXPENSE)
    Interest income                                      1,700              988
    Other income                                        81,726           (1,443)
    Interest expense                                    (4,082)          (9,081)
                                                  ------------     ------------
                                                        79,344           (9,536)
                                                  ------------     ------------
       Loss before benefit from
         income taxes                                 (366,509)      (1,340,709)

BENEFIT FROM INCOME TAXES                                   --               --

       Net loss                                   $   (366,509)    $ (1,340,709)
                                                  ============     ============

(LOSS) PER COMMON SHARE                           $      (0.03)    $      (0.12)
                                                  ============     ============

WEIGHTED AVERAGE SHARES OUTSTANDING                 11,731,672       11,213,806
                                                  ============     ============

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


                                      -2-
<PAGE>

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

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

NET SALES                                         $    314,123     $    300,711

COST OF SALES, including amortization expense
  of $-0- and $156,438, respectively                   131,646          733,766
                                                  ------------     ------------

       Gross profit (loss)                             182,477         (433,055)

GENERAL AND ADMINISTRATIVE EXPENSES                  1,618,517        2,515,121
                                                  ------------     ------------

       Loss from operations                         (1,436,040)      (2,948,176)

OTHER INCOME (EXPENSE)
    Interest income                                      7,528            8,189
    Other income                                        84,242           (3,068)
    Interest expense                                   (14,938)         (29,608)
                                                  ------------     ------------
                                                        76,832          (24,487)
                                                  ------------     ------------
       Loss before benefit from
         income taxes                               (1,359,208)      (2,972,663)

BENEFIT FROM INCOME TAXES                                   --               --

       Net loss                                   $ (1,359,208)    $ (2,972,663)
                                                  ============     ============

(LOSS) PER COMMON SHARE                           $      (0.12)    $      (0.27)
                                                  ============     ============

WEIGHTED AVERAGE SHARES OUTSTANDING                 11,397,628       10,969,490
                                                  ============     ============

              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 NINE MONTHS ENDED SEPTEMBER 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 subscribed      7,200,000          7,200

Sale of common stock subscibed                                                                         500,000            500

Preferred stock dividends                 138,260            138             --             --              --             --

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

Balance, September 30, 1999            17,071,593   $     17,071        150,000   $    150,000      11,731,672   $     11,731
                                     ============   ============   ============   ============    ============   ============

<CAPTION>
                                      Additional      Stock                             Total
                                        Paid-in    Subscriptions                    Stockholders'
                                        Capital      Receivable        Deficit         Equity
                                     ------------   ------------    ------------    ------------
<S>                                  <C>            <C>             <C>             <C>
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 subscribed        892,800       (900,000)                             --

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

Preferred stock dividends                      --                        (11,388)        (11,250)

Net loss                                       --                     (1,359,208)     (1,359,208)
                                     ------------   ------------    ------------    ------------

Balance, September 30, 1999          $ 11,250,113   $   (962,500)   $(10,171,008)   $    295,407
                                     ============   ============    ============    ============
</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 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (UNAUDITED)

                                                          1999          1998
                                                      -----------   -----------
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                           $(1,359,208)  $(2,972,663)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
     Bad debt expense (recovered)                           8,014
     Depreciation and amortization                         62,191       274,663
   Decrease (increase) in:
     Accounts receivable                                  (52,592)      242,054
     Prepaid expenses
       other current assets                               (35,990)       97,886
     Inventories                                           (5,686)       (1,514)
     Due from affiliates                                                 14,744
     Other Assets                                          (3,436)           --
   Increase (decrease) in:
     Accounts payable                                     (74,441)      152,934
     Accrued expenses                                      18,805       (73,034)
     Unearned revenue                                       7,000
     Billings in excess of costs                           24,000            --
                                                      -----------   -----------
           Net cash used in operating activities       (1,411,343)   (2,264,930)
                                                      -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Capitalized database development costs                               (14,353)
   Purchases of property and equipment                    (16,605)     (336,325)
                                                      -----------   -----------
           Net cash used in investing activities          (16,605)     (350,678)
                                                      -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Increase in notes payable                               10,588            --
   Repayment of stockholder loans                                       (83,965)
   Proceeds from issuance of stock and warrants         1,131,400     1,742,662
                                                      -----------   -----------
           Net cash provided by financing activities    1,141,988     1,658,697
                                                      -----------   -----------

NET DECREASE IN CASH                                     (285,960)     (956,911)

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

CASH AND CASH EQUIVALENTS, end of period              $   509,779   $   618,248
                                                      ===========   ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid during the year for:
       Interest                                       $     8,188   $    22,858
       Income taxes                                         5,347         1,625
NON CASH INVESTING AND FINANCING ACTIVITIES
       Issuance of preferred stock in lieu of
         dividend on preferred stock                      138,260            --
       Accrued dividends                                   11,250        11,250
       Acquisition of leased equipment                     10,588            --

                 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 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      BASIS OF PRESENTATION

      The interim consolidated financial statements for the three and nine
      months ended September 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 NINE MONTHS ENDED SEPTEMBER 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 nine months ended September 30, 1999 and 1998, 17,071,593 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 NINE MONTHS ENDED SEPTEMBER 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 September 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 nine months ended
      September 30, 1999 and 1998 was $141,559 and $118,715, respectively.

   b) Concentration of credit risk

      For the nine months aided September 30, 1999, approximately 70%,
      respectively, of net sales were derived from three unrelated customers,
      respectively who are in the pharmaceutical and psychiatric industries. As
      of September 30, 1999 and December 31, 1998, approximately 88% 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:

                                                   September
                                                   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 NINE MONTHS ENDED SEPTEMBER 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 September 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 SEPTEMBER 30, 1999 AND 1998

      The Company reported a net loss of $366,509 for the three months ended
      September 30, 1999 as compared to a net loss of $1,340,709 for the three
      months ended September 30, 1998.


                                       9
<PAGE>

      Revenues for the three months ended September 30, 1999 and 1998 amounted
      to $115,341 and $91,383 respectively. Revenues increased by $23,958 or 26%
      for the three months ended September 30, 1999 as compared to the three
      months ended September 30, 1998. Gross (loss) profit for the three months
      ended September 30, 1999 and 1998 amounted to $78,496 and $(424,565),
      respectively or a net increase of $503,061. The Company included in the
      cost of sales, amortization of its database and computer system product
      development costs for the three months ended September 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 September 30, 1999 and 1998 amortization charges amounted to $0 and
      $22,218, 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 September
      30, 1999 were $524,349 as compared to the three months ended September 30,
      1998 of $906,608 or a decrease of $382,259 or 42%. The decrease in general
      and administrative expenses for the three months ended September 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 September 30, 1999 and
      1998 amounted to $79,344 and $(9,536), respectively, an increase of
      $88,880. The increase is a result of miscellaneous income of $81,726 from
      negotiated decreases in accounts payable

      NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

      The Company reported a net loss of $1,359,208 for the nine months ended
      September 30, 1999 as compared to a net loss of $2,972,663 for the nine
      months ended September 30, 1998.

      Revenues for the nine months ended September 30, 1999 and 1998 amounted to
      $314,123 and $300,711 respectively. Revenues increased by $13,412 or 4%
      for the nine months ended September 30, 1999 as compared to the nine
      months ended September 30, 1998. Gross (loss) profit for the nine months
      ended September 30, 1999 and 1998 amounted to $182,477 and $(433,055),
      respectively or a net increase of $615,532. The Company included in the
      cost of sales, amortization of its database and computer system product
      development costs for the nine months ended September 30, 1998. The
      Company wrote-off the remaining value of database and computer system
      product development costs as of December 31,1998. For the nine months
      ended September 30, 1999 and 1998 amortization charges amounted to $0 and
      $156,438 respectively.

      General and administrative expenses for the nine months ended September
      30, 1999 were $1,618,517 as compared to the nine months ended September
      30, 1998 of $2,515,121 or a decrease of $896,604 or 36%. The decrease in
      general and administrative expenses for the nine months ended September
      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 nine months ended September 30, 1999 and
      1998 amounted to $76,832 and $(24,487), respectively, an increase of
      $101,319. The increase is a result of a decrease in interest expense and
      $81,726 of miscellaneous income from negotiated decreases in accounts
      payable


                                       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 September 30, 1999 and December 31, 1998, the Company had negative
      working capital of $384,931 and $194,671 respectively. The Company's cash
      balance at September 30, 1999 and December 31, 1998 amounted to $509,779
      and $795,739, respectively. The Company's net accounts receivable amounted
      to $50,978 at September 30, 1999 and $6,400 at December 31, 1998, an
      increase of $46,178. Prepaid expenses at September 30, 1999 and December
      31, 1998 amounted to $63,775 and $27,785, respectively, an increase of
      $35,990.

      As of September 30, 1999 and December 31, 1998 current liabilities
      amounted to $1,015,149 and 1,024,595, respectively, a decrease of $9,445.
      Included in these amounts is a $300,000 stockholder loan, which was due
      December 31, 1998.

      For the nine months ended September 30, 1999 and 1998, the Company used
      cash for operations of $1,411,343 and $2,264,930 respectively, resulting
      in decreased use of cash for operations by $853,587. The net decrease for
      the nine months ended September 30, 1999 is the result of loss from
      operations amounting to $1,436,040 compared to the loss from operations
      for the nine months ended September 30, 1998 of $2,948,176 a decrease of
      $1,512,136.

      For the nine months ended September 30, 1999 and 1998 cash used by
      investing activities amounted to $16,605 and $350,678, respectively, or a
      net decrease in use of cash of $334,073. The decrease use in cash for
      investing activities for the nine months ended September 30, 1999 as
      compared to the nine months ended September 30, 1998 was attributable to a
      reduction in capitalized database development costs to $0 from $14,353 for
      the nine months ended September 30, 1999 and 1998, and further to a
      decrease in purchases of fixed assets to $16,055 for September 30, 1999
      from $336,325 for the nine months ended September 30, 1998.

      For the nine months ended September 30, 1999 and 1998 cash provided by
      financing activities amounted to $1,141,988 and $1,658,897, respectively.
      For the nine months ended September 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 Group LLC and
      Pioneer Ventures Associates Limited Partnership.

      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.


                                       11
<PAGE>

      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. 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


                                       12
<PAGE>

ITEM 3 - Defaults Upon Senior Securities:

      None

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

      None

ITEM 5 - Other Information:

      None

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

      a)    Exhibits

            None

      b)    Reports on Form 8-K

            None


                                       13
<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 15, 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)


                                       14