<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, 2000
                              --------------------------------------------------
                                       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) 345-2057
--------------------------------------------------------------------------------
              (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

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 APRIL 28,
2000.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):
                                                                YES / /  NO /XX/
<PAGE>



                        NEUROCORP, LTD. AND SUBSIDIARIES
                    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



PART 1 - FINANCIAL INFORMATION:

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

         Consolidated Balance Sheets at March 31, 2000 (unaudited)
          and December 31, 1999                                           1

         Consolidated Statements of Operations (unaudited)
          for the three months ended March 31, 2000 and 1999              2

         Consolidated Statement of Stockholders' Equity (unaudited)
          for the three months ended March 31, 2000                       3

         Consolidated Statements of Cash Flows (unaudited)
          for the three months ended March 31, 2000 and 1999              4

         Notes to consolidated financial statements                       5

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

PART II -  OTHER INFORMATION                                             12



<PAGE>

                                     PART I


Item 1. Financial Statements


                        NEUROCORP, LTD. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 2000 AND DECEMBER 31, 1999


                                ASSETS
<TABLE>
<CAPTION>

                                                                              2000             1999
                                                                         --------------   -------------
                                                                          (UNAUDITED)
<S>                                                                     <C>               <C>
CURRENT ASSETS
  Cash and cash equivalents                                             $    639,693      $  1,003,180
  Accounts receivable, net of allowance for doubtful
    accounts of $36,400 in 2000 and $37,600 in 1999                           29,165            38,352
  Prepaid expenses and other current assets                                   49,920            52,742
                                                                        ------------      ------------
            Total current assets                                             718,778         1,094,274
                                                                        ------------      ------------

PROPERTY AND EQUIPMENT, net                                                  606,946           625,462

OTHER ASSETS                                                                  24,750            24,750
                                                                        ------------      ------------
                                                                        $  1,350,474      $  1,744,486
                                                                        ============      ============


                LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable                                                    $    172,190      $    307,201
    Accrued expenses                                                         187,390           199,401
    Deferred revenue                                                          19,383            38,980
    Current portion of obligation under capital lease                          3,081             3,309
    Stockholder demand notes payable                                         300,000           300,000
                                                                        ------------      ------------
            Total current liabilities                                        682,044           848,891
                                                                        ------------      ------------

OBLIGATION UNDER CAPITAL LEASE, less current portion                           5,380             5,773

STOCKHOLDERS' EQUITY
    Cumulative, convertible preferred stock, Class B, Series C,
      $.001 par value, 20,000,000 shares authorized                           17,166            17,071
    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            11,731
    Additional paid-in-capital                                            11,146,574        11,150,419
    Deficit                                                              (10,662,421)      (10,439,399)
                                                                        ------------      ------------
                                                                             663,050           889,822
                                                                        ------------      ------------
                                                                        $  1,350,474      $  1,744,486
                                                                        ============      ============
</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 MARCH 31, 2000 AND 1999
                                   (UNAUDITED)


                                                       2000           1999
                                                   ------------  -------------

NET SALES                                         $    240,222  $      47,956

COST OF SALES                                           64,932         52,721
                                                   ------------  -------------

       Gross profit (loss)                             175,290         (4,765)

GENERAL AND ADMINISTRATIVE EXPENSES                    401,127        581,137
                                                   ------------  -------------

       Loss from operations                           (225,837)      (585,902)

OTHER INCOME (EXPENSE)
    Interest income                                      6,407          1,252
    Interest expense                                    (3,592)        (4,627)
                                                   ------------  -------------
                                                         2,815         (3,375)
                                                   ------------  -------------

       Net loss                                   $   (223,022) $    (589,277)
                                                   ============  =============

LOSS PER COMMON SHARE                             $      (0.02) $       (0.05)
                                                   ============  =============

WEIGHTED AVERAGE SHARES OUTSTANDING                 11,731,672     11,229,539
                                                   ============  =============





       THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
                             FINANCIAL STATEMENTS.


                                      -2-
<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                   (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, 1999         17,071,593    $       17,071          150,000    $      150,000         11,731,672   $    11,731

Preferred stock dividends              95,137                95                -                 -                  -             -

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

Balance, March 31, 2000            17,166,730    $       17,166          150,000    $      150,000         11,731,672   $    11,731
                                ==============    ==============    =============    =============    ===============    ==========
</TABLE>


<TABLE>
<CAPTION>

                                    Additional                             Total
                                     Paid-in-                           Stockholders'
                                     Capital           Deficit             Equity
                                  --------------    ---------------    ---------------
<S>                              <C>               <C>                <C>
Balance, December 31, 1999       $   11,150,419    $   (10,439,399)   $       889,822

Preferred stock dividends                (3,845)                               (3,750)

Net loss                                      -           (223,022)          (223,022)
                                  --------------    ---------------    ---------------

Balance, March 31, 2000          $   11,146,574    $   (10,662,421)   $       663,050
                                  ==============    ===============    ===============
</TABLE>





       THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
                             FINANCIAL STATEMENTS.


                                      -3-
<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                       2000              1999
                                                                ----------------   ---------------
<S>                                                                <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                        $  (223,022)     $  (589,277)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
     Depreciation and amortization                                      20,824           20,665
     Bad debt (recoveries) expense                                      (1,198)           3,000
     Changes in operating assets and liabilities:
       Decrease in deferred revenue                                    (19,597)
       Decrease in accrued expenses                                    (15,761)         (11,601)
       Decrease in prepaid expenses and other current assets             2,822            5,888
       Decrease (increase) in accounts receivable                       10,385          (23,984)
       Decrease in accounts payable                                   (135,011)         (24,901)
                                                                   -----------      -----------
           Net cash used in operating activities                      (360,558)        (620,210)
                                                                   -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of property and equipment                                  (2,308)          (1,430)
                                                                   -----------      -----------
           Net cash used in investing activities                        (2,308)          (1,430)
                                                                   -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of stock                                          --            6,400
   Payments on obligations under capital lease                            (621)              --
                                                                   -----------      -----------
           Net cash (used in)/provided by financing activities            (621)           6,400
                                                                   -----------      -----------

NET INCREASE (DECREASE) IN CASH                                       (363,487)        (615,240)

CASH AND CASH EQUIVALENTS, beginning of period                       1,003,180          795,739
                                                                   -----------      -----------

CASH AND CASH EQUIVALENTS, end of period                           $   639,693      $   180,499
                                                                   ===========      ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid during the year for:
       Interest                                                    $     3,592      $     4,627
       Income taxes                                                      1,911            3,118
NON CASH INVESTING AND FINANCING ACTIVITIES
       Preferred stock dividends                                            95               33
</TABLE>




       THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
                             FINANCIAL STATEMENTS.


                                      -4-
<PAGE>


                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)


NOTE 1   -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            BASIS OF PRESENTATION

            The interim consolidated financial statements for the three months
            ended March 31, 2000 and 1999 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 statements of
            operations and consolidated statement of 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-KSB for the
            year ended December 31, 1999.

            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). All material intercompany balances and transactions have
            been eliminated in consolidation.

            NATURE OF OPERATIONS

            The Company has developed software programs that are used to treat
            individuals suffering from memory disorders. The Company is
            marketing these programs with other products and services, which are
            packaged and licensed to customers. The Company performs clinical
            research 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 hospitals and physicians.
            The Company also manages a facility that diagnoses and treats memory
            disorders and provides education and consultation to individuals who
            suffer from memory impairment.

            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 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.



                                       5
<PAGE>


                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)


            EARNINGS PER COMMON SHARE

            The Company accounts for earnings per share in accordance with
            Statement of Financial Accounting Standards (SFAS) No. 128,
            "EARNINGS PER SHARE". Net loss per common share was computed based
            upon 11,731,672 and 11,229,539 weighted average shares outstanding
            during the three months ended March 31, 2000 and 1999, respectively.
            Diluted net loss per share was not presented as the potentially
            dilutive convertible preferred stock and stock purchase options are
            antidilutive.

            SEGMENT INFORMATION

            Statement of Financial Accounting Standards (SFAS) No. 131,
            "DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED
            INFORMATION," was issued effective for fiscal years ending after
            December 15, 1998. The Company measures its operations on a
            consolidated basis and, therefore, has not adopted the reporting
            requirements of this Statement.

NOTE 2   -  CONCENTRATIONS OF CREDIT RISK

            For the three months ended March 31, 2000 and 1999, approximately
            80% and 70% of net sales were derived from two and three unrelated
            customers, respectively. As of March 31, 2000 and December 31, 1999,
            approximately 92% and 74% of accounts receivable are due from three
            and four unrelated customers, respectively.

NOTE 3   -  PROPERTY AND EQUIPMENT

            A summary of property and equipment is as follows:
<TABLE>
<CAPTION>

                                                                MARCH 31,       DECEMBER
                                                                  2000          31, 1999
                                                                  ----          ---------
<S>                                                           <C>              <C>
                 Equipment                                    $  325,819       $ 323,511
                 Furniture and fixtures                          212,466         212,466
                 Leasehold improvements                          171,365         171,365
                 Land                                            102,000         102,000
                                                                 -------         -------
                                                                 811,650         809,342
                 Less: accumulated depreciation and              204,704         183,880
                   amortization                                  -------         -------
                                                               $ 606,946       $ 625,462
                                                                 =======         =======
</TABLE>

            Depreciation and amortization expense totaled $20,824 and $20,665
            for the three months ended March 31, 2000 and 1999, respectively.

NOTE 4   -  COMMITMENTS AND CONTINGENCIES

            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 March 31, 2000 is as
            follows:

                                       6
<PAGE>


                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)


            YEAR ENDED DECEMBER 31,
                  2000                                  $130,647
                  2001                                   137,438
                  2002                                   130,274
                  2003                                    80,000
                                                       ---------
                                                        $478,359
                                                       =========

             Rent expense under all operating leases for the three months ended
             March 31, 2000 and 1999 was $34,474 and $49,636, respectively.

            OBLIGATIONS UNDER CAPITAL LEASE

            The Company has entered into a lease agreement for computer
            equipment under a noncancellable lease. The lease is for three years
            and contains a purchase option equal to the fair market value at the
            end of the lease. The equipment cost is $9,867 and the amount
            financed totals $9,867 with interest payable at 12%. At March 31,
            2000 accumulated amortization totals $985.

            Future minimum lease payments on the capital lease for each of the
            years succeeding December 31, 1999 are as follows:

              YEAR ENDING DECEMBER 31,
                        2000                                   $3,309
                        2001                                    3,595
                        2002                                    2,178
                                                             --------
                                                               $9,082
                                                             ========


NOTE 5   -  STOCKHOLDER DEMAND NOTES PAYABLE

            The Company has a demand note payable to a shareholder for $200,000.
            The note is non-interest bearing and was payable as of December 15,
            1999. The Company also has a demand note payable to a shareholder
            for $100,000. This note bears interest at 9% per annum and was due
            on December 15, 1999

            As of March 31, 2000, the above loans remain outstanding without
            extension.

NOTE 6   -  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 and intended expansion. These
            conditions indicate that the Company may be unable to continue as a
            going concern. The consolidated financial statements do not include
            adjustments that might result from the outcome of this uncertainty.
            Management's plans to mitigate the Company's financial problems are
            outlined below. Regarding current operations, in order to maintain
            its liquidity and economic viability in the interim, the Company is
            continuing its ongoing marketing efforts to generate Memory Center


                                       7
<PAGE>


                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)


            clients and obtain contracts for its contract research division and
            has implemented several measures to reduce current expenses. Further
            reductions in monthly expenses beyond current levels could have
            adverse effects on the Company's ability to function as further
            reductions would most likely occur in payroll costs which could
            hamper the ability of the Company to develop and market products and
            service customers.

            The Company anticipates the Memory Center business to generate
            significant revenue growth and cash flows and also expects the
            contract research division to produce revenues and cash flows
            sufficient to support the Company's overhead in the short term. The
            Company expects that with current cash and projected cash from
            operations there will be sufficient cash available to fund its
            working capital requirements for the next three to six months.

            The Company's plans center on the following objectives: grow the
            Memory Centers-TM- of America business which includes sales of
            medical systems, software, and licensing revenues; turn its
            Signature Memory Center into a profitable operation; secure new
            contract research business and additional consulting business.

            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 consulting agreement with a major
            customer that will provide a minimum of $480,000 in revenues over a
            two-year period. This contract, which is a result of previous
            contract research with the customer, began in May 1999.

            The Company has 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 a two-year period.

            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.



                                       8
<PAGE>


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 the annual report on Form 10-KSB for the year ended
            December 31, 1999 and this current 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 MARCH 31, 2000 AND 1999

            The Company reported a net loss of $223,022 for the three months
            ended March 31, 2000 as compared to a net loss of $589,277 for the
            three months ended March 31, 1999.

            Revenues for the three months ended March 31, 2000 and 1999 amounted
            to $240,222 and $47,956 respectively. Revenues increased by $192,266
            or 401% for the three months ended March 31, 2000 as compared to the
            three months ended March 31, 1999. Gross profit (loss) for the three
            months ended March 31, 2000 and 1999 amounted to $175,290 and
            $(4,765), respectively or a net increase of $180,055.

            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. For the three months
            ended March 31, 2000 MCAI sold and installed two Memory Center
            systems that contributed $115,000 in revenues as compared to $0 for
            the three months ended March 31, 1999. The Company also earned
            $79,000 from consulting contracts for the three months ended March
            31, 2000 as compared to $12,800 for the three months ended March 31,
            1999.

            General and administrative expenses for the three months ended March
            31, 2000 were $401,127 as compared to the three months ended March
            31, 1999 of $581,137 or a decrease of $180,010 or 31%. The decrease
            in general and administrative expenses for the three months ended
            March 31, 2000 is due to a Company restructuring which included a
            reduction in facility leases, employee staffing and other cost
            reduction strategies. General and administration expenses include
            overhead, administration salaries, selling and consulting costs.

            Interest income for the three months ended March 31, 2000 and 1999
            amounted to $6,407 and $1,252, respectively, an increase of $5,155.
            Interest expense for the three months ended March 31, 2000 and 1999
            amounted to $3,592 and $4,627, respectively, a decrease of $1,035.

            The Company has not generated any taxable income the last four years
            and therefore has not


                                       9
<PAGE>

            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 March 31, 2000 and December 31, 1999, the Company had working
            capital of $36,734 and $245,383 respectively. The Company's cash
            balance at March 31, 2000 and December 31, 1999 amounted to $639,693
            and $1,003,180, respectively. The Company's net accounts receivable
            amounted to $29,165 at March 31, 2000 and $38,352 at December 31,
            1999, a decrease of $9,187. Prepaid expenses and other current
            assets at March 31, 2000 and December 31, 1999 amounted to $49,920
            and $52,742, respectively, a decrease of 2,822.

            As of March 31, 2000 and December 31, 1999 current liabilities
            amounted to $682,044 and $848,891, respectively, a decrease of
            $166,847. Included in these amounts is $300,000 in stockholder
            demand notes payable. These demand notes payable were due December
            15, 1998. The Company has not made any payments against the loans.

            For the three months ended March 31, 2000 and 1999, the Company used
            cash for operations of $360,558 and $620,210 respectively, resulting
            in decreased use of cash for operations by $259,652.

            For the three months ended March 31, 2000 and 1999 cash used by
            investing activities amounted to $2,308 and $1,430, respectively, or
            a net increase in use of cash of $878.

            For the three months ended March 31, 2000 net cash used in financing
            activities amounted to $621 as compared to the three months ended
            March 31, 1999 net cash provided by financing activities of $6,400,
            respectively. For the three months ended March 31, 1999, 6,400
            shares were issued in connection with exercise of 6,400 warrants.

            MANAGEMENT'S PLAN

            The Company's plans center on the following objectives: grow the
            Memory Centers-TM- of America business which includes sales of
            medical systems, software, and licensing revenues; turn its
            Signature Memory Center into a profitable operation; secure new
            contract research business and additional consulting business.

            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 consulting agreement with a major
            customer that will provide a minimum of $480,000 in revenues over a
            two-year period. This contract, which is a result of previous
            contract research with the customer, began in May 1999.

            The Company has 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 a two-year period.

            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.


                                       10
<PAGE>


            The Company anticipates the Memory Center business to generate
            significant revenue growth and cash flows and also expects the
            contract research division to produce revenues and cash flows
            sufficient to support the Company's overhead in the short term. The
            Company expects that with current cash and projected cash from
            operations there will be sufficient cash available to fund its
            working capital requirements for the next three to six months.



                                       11
<PAGE>



                           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:

        None

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

        a)  Exhibits

            None

        b)  Reports on Form 8-K

            None



                                       12
<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: May 15, 2000


                                          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)