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  September 30, 1997

                                      or

     [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

     For the transition period from  _____________  to  ________________

     Commission File Number:      33-2205-D                             

                               NeuroCorp., Ltd.                         
            (Exact name of registrant as specified in its charter)

               Nevada                                  87-0446395       
     (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                Identification No.)

     150 White Plains Road, Tarrytown, New York                10591    
     (Address of principal executive offices)               (Zip Code)  

                                (914) 631-3315                          
             (Registrant's telephone number, including area code)

                                                                        
             (Former name, former address and former fiscal year,
                        if changed since last report)

     Check whether the issuer (1) has filed all reports required to be
     filed by section 13 or 15 (d) of the Exchange Act during the past
     12 months (or for such shorter period that the registrant was
     required to file such reports), and (2) has been subject to such
     filing requirements for the past 90 days.
                                                       Yes [xx]  No [  ]
         APPLICABLE ONLY TO CORPORATE ISSUERS INVOLVED IN BANKRUPTCY
                 PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports
     required to be filed by Section 12, 13 or 15(d) of the Exchange Act
     after the distribution of securities under a plan confirmed by a
     court.
                                                       Yes [  ]  No [  ]


                     APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's
     classes of common equity as of the latest practicable date:
     8,173,806 Shares as of September 30, 1997. 


                       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, 1997
          (unaudited)and December 31, 1996                             1

         Consolidated statements of operations (unaudited)
          for the three months ended September 30, 1997 and 1996       2

         Consolidate statements of operations (unaudited)
           for the nine months ended September 30, 1997 and 1996       3

         Consolidated statement of stockholders' equity (unaudited)
          for the nine months ended September 30, 1997                 4

         Consolidated statements of cash flows (unaudited)
          for the nine months ended September 30, 1997 and 1996      5 - 6

         Notes to consolidated financial statements                  7 - 17

     ITEM 2 - MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS                   18 - 26

     PART II - OTHER INFORMATION                                       27


                      NEUROCORP, LTD. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS

                                   ASSETS
                                                   (Unaudited)
                                                   September     December
                                                    30, 1997     31, 1996
                                                   ----------   ----------
Current assets:
  Cash                                             $  314,952   $1,851,114
  Accounts receivable, net of allowance for
  doubtful accounts of $24,301 at September
  30, 1997 and $468,000 at December 31, 1996          909,153      550,163
  Inventory                                            95,448       29,356
  Prepaid expenses and taxes                           74,034       36,982
  Deferred financing costs                                -         53,516
  Other current assets                                 62,632       84,445
                                                   ----------   ----------
     Total current assets                           1,456,219    2,605,576
                                                   ----------   ----------

Equipment and fixtures, net                           173,383       83,549
                                                   ----------   ----------

Other assets:
  Database development costs, net                   1,248,275    1,264,018
  Computer system product development costs, net      403,047      496,518
  Deferred registration costs                         114,035          -  
  Other                                               280,071      130,703
                                                   ----------   ----------
     Total other assets                             2,045,428    1,891,239
                                                   ----------   ----------

Total assets                                       $3,675,030   $4,580,364
                                                   ==========   ==========

                    LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                 $  172,890   $  166,232
  Accrued expenses                                    169,695      176,503
  Stockholder notes and loans payable                 106,506      858,687
  Income taxes payable                                  2,004        6,400
  Current portion of long-term debt                       -         38,715
  Billings in excess of costs and estimated 
   earnings on uncompleted contracts                   83,080      276,426
                                                   ----------   ----------
     Total current liabilities                        534,175    1,522,963
                                                   ----------   ----------

Long-term liabilities:
  Stockholder notes and loans payable                 650,000          -  
  Long-term debt                                          -         15,502
  Deferred income taxes                               264,000      264,000
                                                   ----------   ----------
    Total liabilities                              1,448,175    1,802,465
                                                   ----------   ----------

Commitments and contingencies (Note 4)                    -            -  

Stockholders' equity:
  Preferred stock, authorized 5,000,000 shares,
   issued as follows:
     Cumulative Preferred stock, class B,
       series 1, no par value, issued and
       outstanding 150,000 shares, full
       liquidation value $150,000                     150,000      150,000
     Convertible Preferred stock, class B, 
       series 2, no par value, issued and
       outstanding 250,000 shares, full 
       liquidation value $250,000                     250,000      250,000
  Common stock, $.001 par value, 100,000,000
    shares authorized 8,173,806 and 7,723,806
    issued and outstanding, respectively               47,374       46,924
  Less: discount on common stock                      (28,500)     (28,500)
  Additional paid-in capital                        3,847,037    3,246,987
  Contributed capital                                 100,000      100,000
  Accumulated deficit                              (2,139,056)    (987,512)
                                                   ----------   ----------
     Total stockholders' equity                     2,226,855    2,777,899
                                                   ----------   ----------

Total liabilities and stockholders' equity         $3,675,030   $4,580,364
                                                   ==========   ==========


  See accompanying notes to consolidated financial statements (unaudited).




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

                                                      1997           1996
                                                   ----------    ----------

Net sales                                          $  439,431    $  194,593

Cost of sales, including amortization expense
    of $68,197 and $45,300 respectively               173,103       143,939
                                                   ----------    ----------

Gross profit                                          266,328        50,654

Expenses:
  General and administrative expenses                 708,366       289,753
  Research and development                             36,789        26,051
  Cumulative effect of change in accounting
     estimate                                             -         182,235
                                                   ----------    ----------
       Total expenses                                 745,155       498,039
                                                   ----------    ----------

Loss from operations before other income
  (expense) and income tax expense                   (478,827)     (447,385)

Other income (expense):
  Interest income                                       5,420         2,587
  Interest expense                                     (7,499)      (45,282)
                                                   ----------    ----------

Loss before income tax benefit                       (480,906)     (490,080)

Income tax (benefit)                                     (165)           -  
                                                   ----------    ----------

Net loss                                           $ (481,071)   $ (490,080)
                                                   ==========    ==========

Net loss applicable to common shares               $ (484,821)   $ (493,830)
                                                   ==========    ==========

Loss per common equivalent share:
 Primary:
  Loss before income tax benefit                   $     (.06)   $     (.07)
  Income tax benefit                                        -            -  
                                                   ----------    ----------

  Net loss                                         $     (.06)   $     (.07)
                                                   ==========    ==========

Net loss applicable to common shares               $     (.06)   $     (.07)
                                                   ==========    ==========

Weighted average number of shares outstanding       8,173,806     7,173,807
                                                   ==========    ==========

  See accompanying notes to consolidated financial statements (unaudited).




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

                                                      1997          1996   
                                                  -----------    ----------

Net sales                                         $ 1,026,431    $  985,715

Cost of sales, including amortization expense
    of $204,591 and $135,900 respectively             466,166       488,633
                                                  -----------    ----------

Gross profit                                          560,265       497,082

Expenses:
  General and administrative expenses               1,553,296       811,403
  Research and development                             88,917        71,235
  Cumulative effect of change of accounting
     estimate                                              -        182,235
                                                  -----------    ----------
       Total expenses                               1,642,213     1,064,873
                                                  -----------    ----------

Loss from operations before other income
 (expense) and income tax expense                  (1,081,948)     (567,791)

Other income (expense):
  Interest income                                      27,128         8,527
  Interest expense                                    (85,474)      (79,938)
                                                  -----------    ----------

Loss before income tax expense                     (1,140,294)     (639,202)

Income tax expense                                          -            -  

Net loss                                          $(1,140,294)   $ (639,202)

Net loss applicable to common shares              $(1,151,544)   $ (650,452)

Loss per common equivalent share:
 Primary:
  Loss before income tax expense                  $     (.14)    $    (.09)
  Income tax expense                                       -            -  
  Net loss                                        $     (.14)    $    (.09)

Net loss applicable to common shares              $     (.14)    $    (.10)
Weighted average number of shares outstanding       8,068,250     6,924,548


 See accompanying notes to consolidated financial statements (unaudited).


                                  NEUROCORP, LTD. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
                                             (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                     Addi-                              Total
                             Preferred Stock Class B                                tional    Contri-    (Accu-         Stock-
                            Series 1          Series 2           Common Stock       Paid-in    buted     mulated       holders'
                        Shares    Amount   Shares    Amount    Shares     Amount    Capital   Capital    Deficit)       Equity
                        -------  --------  -------  --------  ---------  -------  ----------  --------  -----------   ----------

<S>                     <C>      <C>       <C>      <C>       <C>        <C>      <C>         <C>       <C>           <C>       
Balances at 
 December 31, 1996      150,000  $150,000  250,000  $250,000  7,723,806  $18,424  $3,246,987  $100,000  $  (987,512)  $2,777,899

Accrued preferred
 stock dividend             -         -         -        -           -       -           -         -        (11,250)    (11,250)

Issuance of common
 stock in connection
 with exercise of
 warrants                   -         -         -        -      400,000      400     599,600       -            -        600,000

Issuance of common
 stock in connection
 with exercise of
 stock option               -         -         -        -       50,000       50         450       -            -            500

Net loss for the
 nine months ended
 September 30, 1997         -         -         -        -          -        -            -        -     (1,140,294)  (1,140,294)
                        -------  --------  -------  --------  ---------  -------  ----------  --------  -----------   ----------
Balances at September
 30, 1997               150,000  $150,000  250,000  $250,000  8,173,806  $18,874  $3,847,037  $100,000  $(2,139,056)  $2,226,855
                        =======  ========  =======  ========  =========  =======  ==========  ========  ===========   ==========
</TABLE>

 See accompanying notes to consolidated financial statements (unaudited).




                     NEUROCORP, LTD. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                               (UNAUDITED)

                                                      1997           1996
                                                  -----------    ----------
Cash flows for operating activities:
  Net loss from operations                        $(1,140,294)   $ (639,202)
  Adjustments to reconcile net loss to net
   cash used for operating activities:
  Depreciation and amortization                       235,329       160,311
  Amortization of deferred financing costs             53,516        46,485
  Cumulative effect of change in accounting 
    estimate                                              -         182,235
  Decrease (increase) in:
  Accounts receivable                                (358,990)     (471,009)
  Inventory                                           (66,092)       (4,898)
  Prepaid expenses and taxes                          (37,052)       19,286
  Other current assets                                 21,813        16,369
  Increase (decrease) in:
  Accounts payable                                      6,658        54,850
  Accrued expenses                                     (6,808)        5,409
  Income taxes payable                                 (4,396)       (6,997)
  Billings in excess of costs and estimated
    earnings on uncompleted contracts                (193,346)      (26,960)
                                                  -----------    ----------
Net cash flows used for operating activities       (1,489,662)     (664,121)
                                                  -----------    ----------

Cash flows for investing activities:
  Purchase of equipment and fixtures                 (132,983)      (28,365)
  Database development costs capitalized              (95,376)      (71,682)
  Patent cost capitalized                                 -          (2,150)
  Computer system development costs capitalized           -          (2,277)
  Other assets                                       (149,368)          - 
  Proceeds from sale of automobile                      1,660           -  
                                                  -----------    ----------
Net cash flows used for investing activities         (376,067)     (104,474)
                                                  -----------    ----------

Cash flows from financing activities:
  Employee loans and advances                             -          (2,800)
  Repayments of demand note - line of credit              -         (50,000)
  Repayment of stockholders loans                    (102,181)      (96,520)
  Proceeds from stockholders loans                        -         575,000
  Principal payments on long-term debt                (54,217)      (54,068)
  Registration costs incurred                        (114,035)      (25,046)
  Proceeds from exercise of warrants and sale
     of common stock                                  600,000       400,000
                                                  -----------    ----------
Net cash flows provided by financing activities       329,567       746,566
                                                  -----------    ----------

Net decrease in cash                               (1,536,162)      (22,029)

Cash at beginning of period                         1,851,114       140,519
                                                  -----------    ----------

Cash at end of period                             $   314,952    $  118,490
                                                  ===========    ==========


 See accompanying notes to consolidated financial statements (unaudited).



                     NEUROCORP, LTD. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                               (UNAUDITED)

                                                     1997           1996
                                                  -----------    ----------

Supplemental disclosures of cash flow 
  information:
  Cash paid for the nine months for:
    Interest                                      $    23,413    $   11,691
                                                  ===========    ==========

    Income taxes                                  $       -      $    8,526
                                                  ===========    ==========

Schedule of non-cash investing and financing 
  activities:

Accrued dividends on Series 1 preferred stock     $    11,250    $   11,250
                                                  ===========    ==========

Bank note liquidated in exchange for automobile   $    22,703           -  
                                                  ===========    ==========

Issuance of restricted 66,000 shares of common
 stock for deferred financing cost associated
 with a loan                                      $       -      $  133,333
                                                  ===========    ==========



 See accompanying notes to consolidated financial statements (unaudited).





                     NEUROCORP, LTD. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                               (UNAUDITED)

     NOTE 1 -  GENERAL

               NeuroCorp, Ltd. (the "Company") was incorporated in the
               State of Nevada on March 18, 1987.  On November 23,
               1994, the Company entered into an agreement and a plan
               of reorganization with HZI Research Center, Inc.
               ("HZI") to exchange 100% of HZI's outstanding common
               stock for 4,600,000 post-split $.001 par value common
               shares of the Company.  Simultaneously, the Company
               effectuated a 1 for 50 reverse stock split thereby
               reducing its outstanding common shares from 40,000,000
               to 800,000.  The financial statements give effect to
               the reverse stock split.  This transaction has been
               accounted for as a reverse acquisition of HZI, whereby
               its assets and liabilities have been recorded at their
               historical costs.  Prior to this transaction the
               Company had no significant assets, liabilities or
               operations.  Accordingly, the financial statements at
               September 30, 1997 and December 31, 1996 represent the
               assets and liabilities of HZI and it's affiliates and
               the results of their operations and cash flows.  All
               costs incurred in connection with the reverse
               acquisition have been charged to additional paid-in
               capital at the completion of the transaction.  On the
               closing date, the Company's Board of Directors were
               replaced by directors designated by HZI and the Company
               changed its name from Tamarac Ventures, Ltd. to
               NeuroCorp, Ltd.

               The Company is primarily involved in two business: it
               performs contract medical research for health agencies,
               research organizations and pharmaceutical companies,
               and it owns, operates or manages a group of facilities
               that diagnose and treat memory disorders.  In addition,
               as an outgrowth of its research activities, the Company
               also designs diagnostic testing software and equipment
               for neuropsychiatric applications and the Company
               perform neurological testing services for hospital and
               physicians.  The Company conducts these activities
               through two wholly-owned subsidiaries.  In November
               1994, the Company acquired all of the issued and
               outstanding shares of HZI Research Center, Inc., a New
               York corporation ( HZI ).  HZI conducts contract
               research, designs diagnostic software and equipment and
               performs neurological testing services.  In March 1996,
               the Company established Memory Centers  of America,
               Inc., a Delaware corporation ( MCAI ).  MCAI owns and
               operates a network of pilot facilities, Memory
               Centers , that treat memory disorders.  MCAI began full
               operations of the pilot program at the end of the
               second quarter of 1996.  Each facility is estimated to
               cost between $150,000 to $200,000 for equipment,
               leasehold improvements and working capital which
               includes administration costs.  Revenues from this
               wholly-owned subsidiary are considered insignificant
               for the three and nine months ended September 30, 1997.

               During the second quarter of 1997, the Company created
               a new division within Neuro Corp. Ltd., called Tele-
               Neuro Psychiatry ( TNP ).  The TNP division will be
               responsible for marketing Tele-Neuro Psychiatry systems
               which are based on the Company s proprietary software
               and hardware equipment.  The TNP system will provide
               data communication with off-site experts.  Furthermore,
               the Company believes the new TNP system will be useful
               for enhancing quality controls in research programs. 
               The Company is currently utilizing TNP systems at two
               MCAI pilot centers.

               The Company conducts its operations in Tarrytown, New
               York.  The Company s revenues consist of a
               concentration of significant long-term contracts, thus
               leading to a limited number of customers comprising a
               significant percentage of revenues.  See Note 4(b) for
               additional information

               The unaudited interim financial statements for the
               three and nine months ended September 30, 1997 and 1996
               included herein have been prepared by the Company,
               without audit, pursuant to the rules and regulations of
               the Securities and Exchange Commission and, in the
               opinion of the Company, reflect all adjustments
               (consisting only of normal recurring adjustments) and
               disclosures which are necessary for a fair
               presentation.  The results of operations for the three
               and nine months ended are not necessarily indicative of
               the results for the full year.  For further
               information, refer to the Company's audited financial
               statements and footnotes thereto at December 31, 1996,
               included in Form 10-KSB filed with the Securities and
               Exchange Commission.

     NOTE 2 -  LONG-TERM DEBT

               Long-term debt consists of the following at:

                                                (Unaudited)
                                               September 30,    December 31
                                                    1997            1996 
                                               -------------    ------------

                Note payable due in thirty-
                 six (36) monthly installments
                 of $6,175 including interest
                 at prime plus 1% per annum
                 due April 1997.  The note is
                 collateralized by equipment,
                 receivables and general
                 intangible assets and has
                 been personally guaranteed
                 by certain officers.             $    -        $   31,289

               Note payable due in forty-eight
                (48) monthly installments of
                $768 including interest at 9.5%
                per annum due November 1999.  
                The note is collateralized by a
                company vehicle.                       -            22,928

               Less: current portion                   -           (38,715)
                                               -------------    ------------

               Long-term portion                 $     -          $ 15,502
                                               =============    ============


               Long-term debt matures as follows:
                                                            Year ended
                                                           December 31,
                                                           ------------
                             1997                            $ 38,715
                             1998                               8,134
                             1999                               7,368
                                                             --------
                                                             $ 54,217
                                                             ========
     NOTE 3 -  STOCKHOLDERS' EQUITY

            a) Issuance of warrants

               As part of the acquisition as discussed in Note 1, the
               Board of Directors of the Company authorized the
               issuance of Class B and Class C Warrants to all
               stockholders of the Company who were stockholders of
               record as of November 1, 1994.  The Warrants were
               distributed on a 1 Warrant for 1 share of common stock
               basis (post reverse stock split) and comprised in the
               aggregate 800,000 Class B and 800,000 Class C Warrants,
               each of which is exercisable into one share of Common
               Stock of the Company.  The Class B Warrants were
               exercisable at $2.25 per share and the Class C Warrants
               were exercisable at $2.75 per share, and were to expire
               June 30, 1996.  The shares of Common Stock underlying
               the Warrants must be registered with the Securities and
               Exchange Commission ( SEC ) prior to the Warrants
               becoming exercisable.  The Company may, at its sole
               discretion, undertake to file a registration statement
               with the SEC wherein the Company will register the
               Warrants and the shares of Common Stock underlying the
               Warrants.  However, until such time as said
               registration statement is filed and becomes effective,
               the Warrants will not be exercisable.  The number of
               shares underlying the Warrants, and the exercise price
               of the Warrants, may be adjusted downward or upward at
               any time by the Company's Board of Directors.  Further,
               the Warrants are redeemable by the Company at any time
               upon thirty days written notice, at a price of $.001
               per Warrant.

               In January 1996, the Company's Board of Directors
               reduced the exercise price of the Class B and Class C
               warrants from $2.25 to $1.00 per share and from $2.75
               to $2.00 per share, respectively and the expiration
               dates were extended to December 31, 1997.  As described
               in Note 3(e), in February 1996, the Company filed a
               registration statement in order to register such
               warrants.  

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

            b) Stock Option Plan Transactions

               On November 23, 1994, the Company adopted an incentive
               stock option plan that will provide for the granting of
               options to purchase up to 1,500,000 shares of the
               Company's common stock that are intended to qualify
               either as incentive stock options within the meaning of
               Section 422 of the Internal Revenue Code or a non-
               statutory stock option plan.  Options to purchase
               shares may be granted under the statutory stock option
               plan to persons who are employees or officers of the
               Company.  If the Company adopts a non-statutory stock
               option plan, options shall be granted to, employees,
               officers, non-employee directors, and consultants to
               the Company.

               The stock option plan provides for its administration
               by a committee chosen by the Board of Directors.  The
               committee shall have full discretionary authority to
               determine the number of shares to be granted, the
               grantees receiving the options, the exercise period,
               and the exercise price for which options will be
               granted.  In the case of statutory stock option plans,
               the committee's authority to establish the terms and
               conditions of such options, including, but not limited
               to their exercise price, shall be subject to
               restrictions imposed by Section 422 of the Internal
               Revenue Code.

               On September 19, 1995, the Company granted to its
               President and Vice Chairman a stock option to purchase
               250,000 shares of common stock at an exercised price of
               $.10 per share.  This option expires seven (7) years
               from the date of grant and the underlying common shares
               related to the stock option are restricted.  At the
               date of grant the Company recorded compensation expense
               of $50,000 based upon the fair value of the stock
               option at that date.

               On December 15, 1995, the Company granted a consultant
               a non-qualified stock option to purchase 50,000 shares
               of common stock at $.01 per share.  The underlying
               common shares related to the stock option are
               restricted.  At the date of grant the Company recorded
               a consulting fee of $16,875 based upon the fair value
               of the stock option on that date.  On March 26, 1997,
               the consultant exercised the stock option and, the
               Company issued 50,000 shares of restricted common stock
               pursuant to the terms of the oral stock option
               agreement.

               On December 18, 1996, the Company granted qualified
               stock options to MCAI s CEO and President, and an
               Executive Vice-President of the Company for the
               purchase of 500,000 shares of common stock exercisable
               at the lower of $7.00 per share or fair market value. 
               The options are exercisable upon vesting and expire
               January 6, 2007.  200,000 of such options vest on
               January 6, 1997, and the remaining 300,000 options vest
               50% on January 6, 1998 and 50% on January 6, 1999.

           c)  Issuance of common stock as consideration for loans

               (i) On July 19, September 14, October 12, 1995 and
                   February 26, 1996, the Company and the Chairman of
                   the Board entered into a letter agreement with TAC
                   to borrow $100,000, $40,000, $60,000 and $75,000,
                   respectively.  The $100,000 and $60,000 loans have
                   an interest rate of 9% per annum, respectively,
                   and were due in six months from the date of
                   issuance including accrued interest, respectively. 
                   The $40,000 and $75,000 loans have an interest
                   rate of 10% and are due within 90 days and six
                   months, respectively, from the date of issuance
                   including accrued interest. TAC and the Company
                   have agreed to extend the due dates of the above
                   loans to June 30, 1997 or the date the Class B and
                   C warrants are exercised in their entirety prior
                   to June 30, 1997. As additional consideration for
                   the $100,000 loan, the Company agreed to issue
                   49,998 shares of restricted common stock to TAC. 
                   The Company recorded the additional consideration
                   as interest expense, with a cost of $14,061, which
                   is based upon fifty percent (50%) of the fair
                   value of the common stock issued on July 19, 1995,
                   the date of the agreement.  Further, the letter
                   agreements give TAC the option to convert said
                   loans into 550,000 shares of common stock.

                  On September 13, 1996 the Company borrowed from TAC
                  $50,000, which is payable from any future private
                  placement proceeds.  Said loan bears interest at
                  9.5% per annum.  Further the loan agreement gives
                  TAC the option to convert each $4.00 of debt into
                  one (1) unit.  Each unit will consist of one (1)
                  share of Common Stock of the Company and two (2)
                  Stock Purchase Warrants.  Each Warrant is
                  exercisable into one (1) share of Common Stock of
                  the Company at $8.00 per share until August 31,
                  1997, thereafter $10.00 per share.  The Stock
                  Purchase Warrants expire on August 31, 1998.

                  Subsequent to year end, the above loans were
                  extended to December 31, 1998 with a revised
                  interest rate of 5% per annum.  Accordingly, as of
                  September 30, 1997, such loans have been classified
                  as long term.

               ii) On May 24, 1996, the Company entered into an
                   agreement with a shareholder to borrow $200,000. 
                   The loan is non-interest bearing and is payable
                   within one (1) year or is payable out of the first
                   proceeds resulting from any exercise of
                   outstanding Class B and Class C warrants,
                   whichever comes first.  As additional
                   consideration the Company issued 66,665 shares of
                   restrictive common stock.  The Company has valued
                   the common stock at $133,333 or fifty percent
                   (50%) of the fair market value on May 24, 1996,
                   the date of the transaction.  The Company recorded
                   deferred financing cost and increased
                   stockholders' equity by $133,333, respectively for
                   this transaction.  The deferred financing cost
                   were amortized over one year, which is the maximum
                   term of the loan. During  June 1997 the original
                   maturity date of May 24, 1997 was extended to
                   December 15, 1998.  Accordingly, as of September
                   30, 1997, such loans have been classified as long
                   term.

           d)  Sale of common stock and capital contribution

               In December 1995, the Company sold 1,000,000 post-split
               shares of .001 par value common stock to four investors
               unrelated to the Company for $250,000.  As a condition
               of the sale the Company's Chairman agreed to contribute
               400,000 shares of the Company's common stock owned by
               him to the Company and to then have them canceled by
               the Company.  The Company has accounted for this as a
               $100,000 contribution of capital based upon the fair
               market value of the stock at the date of contribution. 
               The Company agreed to file a registration statement in
               February 1996 as one of the conditions of the sale, as
               described below.

            e) Registration of common stock

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

           f)  Sale of common stock

               During December 1996, the Company sold 550,000 units
               for $2,001,068 pursuant to a private placement
               memorandum to unrelated parties.  Each unit is
               comprised of one (1) share of common stock and two (2)
               stock purchase warrants.  Each warrant entitles the
               holder to purchase one (1) share of common stock at
               $8.00 per share until August 31, 1997, thereafter $10
               per share.  The warrants expire August 31, 1998.

     NOTE 4 -  COMMITMENTS AND CONTINGENCIES

           a)  Operating leases

               The Company leases its office facilities under a
               noncancellable operating lease expiring during 1998. 
               The lease contains a provision for additional rent
               which is equal to the Company's pro rated share of
               future real estate taxes.  In addition, the Company has
               a noncancellable operating lease for office equipment
               expiring in 1997.

               A schedule of future minimum rental payments at
               December 31, 1996 is as follows:

               Year ended December 31,
               -----------------------
               1997                               $ 92,557
               1998                                 77,868
                                                  --------
                                                  $170,425
                                                  ========

               Rent expense under all operating leases for the nine
               months ended September 30, 1997 and 1996 was $94,680
               and $91,811, respectively.

           b)  Concentration of credit risk

               For the nine months ended September 30, 1997 and 1996,
               approximately 44% and 62%, respectively, of net sales
               were derived from three and two unrelated customers,
               respectively, who are in the pharmaceutical and
               psychiatric industries.  As of September 30, 1997 and
               December 31, 1996, approximately 54% and 61%
               respectively, of accounts receivable are due from
               three and two unrelated customers, respectively.

            c) Employment Agreements

               i) On September 20, 1995, the Company's Chairman of the
                  Board entered into an employment agreement providing
                  for a base salary of $250,000 per year.  The agreement
                  is for an initial term of 10 years and is renewable on
                  a month to month basis thereafter.  The agreement
                  provides that on each anniversary date the Chairman's
                  salary shall be increased in good faith subject to
                  negotiations between the Chairman and the Company. 
                  The Company agreed to review the services rendered by
                  the Chairman at least annually and, at the discretion
                  of the Board of Directors award a cash bonus or make a
                  contribution to a deferred compensation plan. 
                  Further, the agreement provides for a term life
                  insurance policy amounting to $1,000,000 payable to
                  the Chairman's designated beneficiary and also
                  provides for a vehicle and driver funded by the
                  Company.

                  Effective February 1, 1997, the Company has
                  purchased life insurance in accordance with the
                  September 20, 1995 employment agreement.  The
                  Company has estimated the annual cost for the
                  initial policy year to be $20,000.

              ii) On December 7, 1994, the Company entered into an
                  employment agreement with an Executive Vice
                  President providing for a base salary of $100,000
                  per year.  The agreement expires on January 1, 2000
                  and is renewable on a year to year basis thereafter. 
                  The agreement provides that on January 1 of each
                  year the Executive Vice President shall be entitled
                  to a 10% salary increase and an annual bonus equal
                  to at least fifty percent (50%) of his base salary
                  subject to the Board of Directors approval.  If the
                  employee is terminated within the contract period
                  due to the change in control of the Company as
                  defined in the Securities Exchange Act of 1934,
                  under Sections 13(d) and 14(d), said Executive Vice
                  President shall be entitled to a lump sum payment
                  equal to five (5) time his gross annual
                  compensation, in effect at date of termination. 
                  Additionally, for the three year period after the
                  date of termination, the Company is obligated to
                  provide the employee with life and health insurance
                  benefits substantially similar to those which the
                  Executive Vice President was receiving prior to the
                  date of termination.

             iii) On December 31, 1996, the Company entered into an
                  employment agreement with its then Chief Financial
                  Officer providing for a base salary of $85,000 per
                  year. The agreement expires on January 1, 2000 and is
                  renewable on a year to year basis thereafter.

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

            d) Consulting agreement

               On July 1, 1995, the Company entered into a five (5)
               year consulting agreement with an entity controlled by
               the Company's former President and Vice Chairman.  Said
               agreement provided for a fee of $75,000 per annum.  The
               agreement was amended on July 12, 1996 to provide for a
               reduced fee of $30,000 per annum.

     NOTE 5 -  RELATED PARTY TRANSACTIONS

           a)  Revenues from affiliates

               The Company charges Manhattan Westchester Medical
               Services, P.C. ("Manhattan Westchester") for the use of
               certain employees and office and laboratory space
               (administration services) of the Company.  Manhattan
               Westchester is under the common control of the
               Company's Chairman.  Net revenues from Manhattan
               Westchester for the nine months ended September 30,
               1997 and 1996 amounted to $23,803 and $24,361,
               respectively.

           b)  Services provided by affiliates

               During 1994 HZI and Manhattan Westchester entered into
               an arrangement whereby Manhattan Westchester would
               provide medical consulting services to HZI's TeleMap
               business.  This arrangement was suspended during 1995
               and reactivated during 1996.  No medical consulting
               services were provided by Manhattan Westchester to HZI
               for the nine months ended September 30, 1997.

           c)  Stockholder notes and loans payable

               Stockholder notes and loans payable consisted of the
               following at:

                                                 September
                                                  30, 1997       December
                                                 (Unaudited)     31, 1996
                                                 -----------     --------

                Non-interest bearing loans and
                  payables, except for $20,000
                  which bears interest at 10%
                  per annum (See (i) below)         $106,506     $108,687

                Notes payable bearing an
                  interest of 5% to 9% (See 
                  (ii) and (iii) below)              450,000      550,000

                Non-interest bearing loan
                  payable (See (iv) below)           200,000      200,000
                                                    --------     --------
                                                    $756,506     $858,687
                                                    ========     ========

               i) Stockholder loans payable relates to advances made
                  to HZI and NYI by its Chairman of the Board which
                  are due on demand.  Furthermore, pursuant to the
                  terms of a note dated January 30, 1996 amounting to
                  $20,000, said note can be converted into 40,000
                  shares of common stock.

              ii) On July 19, September 14, October 12, 1995 and
                  February 26, 1996, the Company and the Chairman of the
                  Board entered into a letter agreement with TAC to
                  borrow $100,000, $40,000, $60,000 and $75,000,
                  respectively. The $100,000 and $60,000 loans have an
                  interest rate of 9% per annum, respectively, and were
                  due in six months from the date of issuance including
                  accrued interest, respectively. The $40,000 and
                  $75,000 loans have an interest rate of 10% and are due
                  within 90 days and six months, respectively, from the
                  date of issuance including accrued interest. TAC and
                  the Company have agreed to extend the due dates of the
                  above loans to September 30, 1997 or the date the
                  Class B and C warrants are exercised in their entirety
                  if prior to September 30, 1997. As additional
                  consideration for the $100,000 loan, the Company
                  agreed to issue 49,998 shares of restricted common
                  stock to TAC. The Company has recorded the additional
                  consideration as interest expense, with a cost of
                  $14,061, which is based upon fifty percent (50%) of
                  the fair value of the common stock issued on July 19,
                  1995, the date of the agreement. Further, the letter
                  agreements give TAC the option to convert said loans
                  into 550,000 shares of common stock.

                  On November 16, 1995, the Company entered into a
                  letter agreement with SRS  Partners, a partnership
                  that is affiliated with TAC to borrow $25,000.  The
                  loan bears interest at a rate of 9% and is due
                  within six months or out of the proceeds of the
                  first funding of a Reg. "S" transaction.  (See
                  below for amended maturity date).

                  On September 13, 1996 the Company borrowed from TAC
                  $50,000, which is payable from any future private
                  placement proceeds.  Said loan bears interest at
                  9.5% per annum.  Further the loan agreement gives
                  TAC the option to convert each $4.00 of debt into
                  one (1) unit.  TAC and the Company have agreed to
                  extend the due dates of the above loans to
                  September 30, 1997 or the date the Class B and C
                  Warrants are exercised in their entirety.

                  Each unit will consist of one (1) share of Common
                  Stock of the Company and two (2) Stock Purchase
                  Warrants.  Each Warrant is exercisable into one (1)
                  share of Common Stock of the Company at $8.00 per
                  share until August 31, 1997, thereafter $10.00 per
                  share.  The Stock Purchase Warrants expire on
                  August 31, 1998.

                  During 1997, the maturity dates on the above notes
                  were extended to December 31, 1998 with a revised
                  interest rate of 5% per annum.  Accordingly, as of
                  September 30, 1997, such amounts have been
                  classified as long term.

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


              iv) On May 24, 1996, the Company entered into an agreement
                  with a shareholder to borrow $200,000. The loan is
                  non- interest bearing and is payable on the earlier of
                  one (1) year from May 24, 1996 or out of the first
                  proceeds resulting from any exercise of outstanding
                  Class B and Class C warrants, whichever comes first.
                  As additional consideration the Company issued 66,666
                  shares of restricted common stock. The Company issued
                  and has valued the common stock at $133,333 or fifty
                  percent (50%) of the fair value on May 24, 1996, the
                  date of the transaction. The Company recorded deferred
                  financing cost and increased stockholders equity by
                  $133,333, respectively for this transaction. The
                  deferred financing cost are being amortized over one
                  year, which is the maximum term of the loan, or will
                  be charged to operations if paid prior to May 24,
                  1997. Subsequent to year end, the original maturity
                  date of May 24, 1997 was extended to December 15,
                  1998. Accordingly, as of September 30, 1997 such loans
                  have been classified as long term. For the nine months
                  ended September 30,1997 and 1996, amortization expense
                  amounted to $53,515 and $44,444, respectively.
                  Further, the Company agreed to register said shares
                  (see Note 3(e)).

               v) At September 30, 1997 and December 31, 1996,
                  accrued interest related to such notes and loans
                  amounted to $62,061 and $36,376, respectively, and
                  is included in accrued expenses.

            d) Shareholder transactions

               On September 19, 1995 the Company granted to its Vice
               Chairman a non-qualified stock option to purchase
               250,000 shares of common stock at an exercised price of
               $.10 per share.  This option expires seven (7) years
               from the date of grant and the underlying common shares
               related to the option are restricted.  At the date of
               grant the Company recorded compensation expense of
               $50,000 based upon the fair value of the stock option
               at that date.  As of September 30, 1997 such options
               have not been exercised.

            e) Consulting agreement

               On July 1, 1995, the Company entered into a five (5)
               year consulting agreement with an entity controlled by
               the Company's former President and Vice Chairman.  Said
               agreement provided for a fee of $75,000 per annum.  The
               agreement was amended on July 12, 1996 to provide for a
               reduced fee of $30,000 per annum.

            f) Capital contribution

               In December 1995, the Company sold 1,000,000 shares of
               common stock to four unrelated investors for $250,000. 
               As a condition of the sale the Company's Chairman
               agreed to contribute 400,000 shares of the Company's
               common stock owned by him to the Company and to then
               have them canceled by the Company.  The Company has
               accounted for this as a $100,000 contribution of
               capital based upon the fair value of the stock at the
               date of contribution.  The Company agreed to file a
               registration statement in February, 1996 as one of the
               conditions of the sale.  (See Note 3(e)).

            g) Due from affiliates

               The Company charges Manhattan Westchester for the use
               of certain employees, laboratory space and management
               fees related to MCAI s services.  Manhattan Westchester
               is under the common control of the Company's Chairman. 
               At September 30, 1997 and December 31, 1996, amounts
               due from Manhattan Westchester principally for
               management and administrative services amounted to
               $13,764 and $33,495, respectively, which have been 
               included in other current assets.

     NOTE 6 -  SUBSEQUENT EVENT

               During October 1997, the Company received an additional
               $600,000 of capital in connection with the exercise of
               its Class B and C Warrants.


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

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

               The Company is primarily involved in two businesses: it
               performs contract medical research services for health
               agencies, research organizations and pharmaceutical
               companies, and it owns, operates or manages a group of
               facilities that diagnose and treat memory disorders. 
               In addition, as an outgrowth of its research
               activities, the Company also designs diagnostic testing
               software and equipment for neuropsychiatric
               applications and the Company performs neurological
               testing services for hospitals and physicians.  The
               Company conducts these activities through two wholly-
               owed subsidiaries.  In November 1994, the Company
               acquired all of the issued and outstanding shares of
               HZI Research Center, Inc., a New York corporation
               ( HZI ).  HZI conducts contract research, designs
               diagnostic software and equipment and performs
               neurological testing services.  In March 1996, the
               Company established Memory Centers  of America, Inc., a
               Delaware corporation ( MCAI ).  MCAI owns and operates
               a network of pilot facilities, Memory Centers , that
               treat memory disorders.  MCAI began full operation of
               the pilot program at the end of the second quarter of
               1996.  The Company will only own and operate the non-
               medical aspects of a memory center and will not provide
               any medical services.  Each facility is estimated to
               cost between $150,000 to $200,000 for equipment,
               leasehold improvements and working capital which
               includes administration costs.  Revenues from this
               wholly-owned subsidiary are considered insignificant
               for the three and nine months ended September 30, 1997.

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

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

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


               Three months ended September 30, 1997 as compared to
               the three months ended September 30, 1996

               The Company reported a net loss of $481,071 for the
               three months ended September 30, 1997 as compared to a
               net loss of $490,080 for the three months ended
               September 30, 1996.

               Revenues for the three months ended September 30, 1997
               and 1996 amounted to $439,431 and $194,593,
               respectively.  Revenues increased by $244,838 or 125%
               for the three months ended September 30, 1997 as
               compared to the three months ended September 30, 1996. 
               Gross profit for the three months ended September 30,
               1997 and 1996 amounted to $266,328 and $50,654,
               respectively or a net increase of $215,674.  The
               Company includes in the cost of sale amortization of
               its database and computer system product development
               costs.  Commencing, January 1, 1996 the Company revised
               its estimate of the useful life of the software
               development cost from 17 years to 7 years.  This change
               was made to better reflect the estimated period during
               which the assets will remain in service.  For the three
               months ended September 30, 1997 and 1996 amortization
               charges amounted to $68,197 and $45,300, respectively.

               The Company has not entered into any new major multi
               million dollar long-term contracts since December 31,
               1993 and major contracts recorded prior to this period
               have been substantially completed during the December
               31, 1995 and 1994 year end.  For the years ended
               December 31, 1996 and 1995 the Company received
               $759,000 and $516,000, respectively, or $1,275,000 of
               new contracts.  Revenues from contracts for the three
               months ended September 30, 1997 as compared to the
               three months ended September 30, 1996 amounted to
               $85,047 and $133,984, respectively, or a net decrease
               of $48,937.  The contract division s low revenues for
               the September 30, 1997 and 1996 quarters  is
               attributable to the Company s lack of major new
               contracts.  Management believes that the contract
               research industry has been temporarily negatively
               impacted due to consolidation in the pharmaceutical
               industry, which has resulted in the reduction of the
               available pool of new research contracts.  The Company
               believes that demand for more effective drugs with
               fewer negative side effects, in the area of the
               Company s expertise will continue to stimulate research
               activity in the long term.

               The contract research division during the December 31,
               1996 year end performed significant work for a major
               foreign customer, resulting in a large increase in
               their accounts receivable.   During the fourth quarter
               of the 1996 calendar year, the Company completed the
               statistical report for the foreign customer and
               collected the remaining portion of the outstanding
               receivable from September 30, 1996 which amounted to
               $50,000.  As of September 30, 1997, the receivable
               amounts from this foreign customer for a second
               contract amounted to approximately $220,000 and is
               expected to be collected during the fourth quarter. 
               The foreign customer has amended the second contract to
               include additional patients, which has resulted in a
               change of the estimated completion date from December
               1996 to during the fourth quarter 1997.


               Three months ended September 30, 1997 as compared to
               the three months ended September 30, 1996 (Cont d)

               Net sales of BFM Systems for the three months ended
               September 30, 1997 and 1996 amounted to $14,978 and
               none, respectively.  Gross profit amounts for the three
               months ended September 30, 1997 amounted to a negative
               $72,264 whereas for the three months ended September
               30, 1996, the gross profit amounted to a negative
               $35,856 or a net decrease of $36,408.  As noted
               previously, the Company changed its amortization of
               software development costs, resulting in an increased
               charge to the BFM Systems division.  Amortization
               expense for three months ended September 30, 1997 and
               1996 amounted to $35,770 and $44,600, respectively.
               During the last twelve months for the period ended
               September 30, 1997, the Company has not sold any major
               BFM Systems.  The Company management is revising its
               marketing strategy and believes the lack of sales is
               temporary.

               Revenues of the TeleMap division for the three months
               ended September 30, 1997 and 1996 amounted to $45,981
               and $34,933, respectively.  Gross profit percentage for
               the three months ended September 30, 1997 and 1996
               amounted to 25% and 36%, respectively due to an
               increase in labor costs.

               Pilot memory center management fees and other revenues
               for the three months ended September 30, 1997 amounted to
               $6,000. This revenue was derived entirely from Manhattan
               Westchester Medical Services, P.C. ( Manhattan
               Westchester ) through a pilot program conducted under the
               management of MCAI. Manhattan Westchester is a medical
               practice that is controlled by the Company Chairman.
               While MCAI does not receive any direct insurance
               reimbursements, it does receive a management fee from
               Manhattan Westchester. Insurance reimbursements are
               received by the medical practice conducting the program
               based on rates established by third party payors which
               are in turn based on the number of visits and type of
               service performed.

               The TNP division completed its fourth sale during the
               third quarter ended September 30, 1997. Total sales for
               the three months ended September 30, 1997 amounted to
               $287,425.

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


               Three months ended September 30, 1997 as compared to the
               three months ended September 30, 1996 (Cont d)

               General and administrative expenses for the three months
               ended September 30, 1997 were $708,366 as compared to the
               three months ended September 30, 1996 of $289,753 or an
               increase of $418,613 or 144%. The increase in general and
               administrative expenses for the three months ended
               September 30, 1997 is due to the Company increasing its
               development costs for its new subsidiary, MCAI by
               $260,686 as compared to the three months ended September
               30, 1996. The intended business of MCAI is to manage and
               distribute through professional medical practitioners a
               program that will evaluate and treat mild memory
               disturbances.

               Research and development costs ("R&D") for the three
               months ended September 30, 1997 were $36,789 as compared
               to the three months ended September 30, 1996 of $26,051
               or an increase of $10,738. The increase in R&D costs is
               principally payroll allocated to R&D for new drug
               development.

               Commencing July 19, 1995 through September 13, 1996, the
               Company borrowed approximately $700,000 net of repayments
               from their shareholders and their affiliates. These loans
               were used principally to finance losses from operations.
               As a result of these additional borrowings, interest
               expense for the three months ended September 30, 1997 as
               compared to the three months ended September 30, 1996
               decreased by $37,783.


               Nine months ended September 30, 1997 as compared to the
               nine months ended September 30, 1996

               The Company reported a net loss of $1,140,294 for the
               nine months ended September 30, 1997 as compared to a net
               loss of $639,202 for the nine months ended September 30,
               1996.

               Revenues for the nine months ended September 30, 1997 and
               1996 amounted to $1,026,431 and $985,715, respectively.
               Revenues increased by $40,716 or 4% for the nine months
               ended September 30, 1997 as compared to the nine months
               ended September 30, 1996. Gross profit for the nine
               months ended September 30, 1997 and 1996 amounted to
               $560,265 and $497,082, respectively or a net increase of
               $63,183. Gross profit percentage for nine months ended
               September 30, 1997 and 1996 amounted to 55% and 50%,
               respectively, or a net increase of 5%. The Company
               includes in the cost of sale amortization of its database
               and computer system product development costs.
               Commencing, January 1, 1996 the Company revised its
               estimate of the useful life of the software development
               cost from 17 years to 7 years. This change was made to
               better reflect the estimated period during which the
               assets will remain in service. For the nine months ended
               September 30, 1997 and 1996 amortization charges amounted
               to $204,591 and $135,900, respectively, resulting in a
               reduction of the Company s overall gross profit
               percentage by 20% and 14%, respectively.

               Furthermore, the variation of sales and gross profit
               during the nine months ended September 30, 1997 as
               compared to the nine months ended September 30, 1996 is
               attributable to the following:

               1. The Company has not entered into any major new long-
                  term (over two years) contracts since December 31,
                  1993 and major contracts recorded prior to this period
                  have been substantially completed during the December
                  31, 1995 and 1994 year end. For the years ended
                  December 31, 1996 and 1995 the Company received
                  $759,000 and $516,000, respectively, or $1,275,000 of
                  new contracts. Revenues from contracts for the nine
                  months ended September 30, 1997 as compared to the
                  nine months ended September 30, 1996 amounted to
                  $383,059 and $611,698, respectively, or a net decrease
                  of $228,639. The contract division s low revenues for
                  the September 30, 1997 and 1996 period is attributable
                  to the Company s lack of major new contracts during
                  the last nine years. Management believes that the drug
                  research industry has temporarily been negatively
                  impacted due to consolidation in the pharmaceutical
                  industry, which has resulted in the reduction of the
                  available pool of new research contracts. The Company
                  believes that demand for more effective drugs with
                  fewer negative side effects, in the area of the
                  Company s expertise will continue to stimulate
                  research activity in the long term.

                  The gross profit percentage from contracts for the
                  nine months ended September 30, 1997 is 58% as
                  compared to September 30, 1996 which was 48%. The
                  increase in gross profit for the nine months ended
                  September 30, 1997 as compared to the nine months
                  ended September 30, 1996, is a result of efficiencies
                  introduced within the contract division.

               2. Net sales of BFM Systems for the nine months ended
                  September 30, 1997 and 1996 amounted to $68,256 and
                  $232,685, respectively or a net decrease of $164,429.
                  Gross profit amounts for the nine months ended
                  September 30, 1997 amounted to a negative $122,458
                  whereby for the nine months ended September 30, 1996,
                  the gross profit amounted to $141,938 or a net
                  decrease of $264,396. As noted previously, the Company
                  changed its amortization of software development
                  costs, resulting in an increased charge to the BFM
                  Systems division. Amortization expense for nine months
                  ended September 30, 1997 and 1996 amounted to $106,387
                  and $133,800, respectively. The Company management is
                  revising its marketing strategy and believes the lack
                  of sales is temporary.

               3. Revenues of the TeleMap division for the nine months
                  ended September 30, 1997 and 1996 amounted to $96,501
                  and $91,379, respectively. Gross profit percentage for
                  the nine months ended September 30, 1997 and 1996
                  amounted to 41% and 47%, respectively due to a slight
                  increase in labor costs.

               4. Pilot memory centers revenue for the nine months ended
                  September 30, 1997 amounted to $21,000. This revenue
                  was derived entirely from Manhattan Westchester
                  through a pilot program conducted under the management
                  of MCAI. Manhattan Westchester is a medical practice
                  that is controlled by the Company s Chairman. While
                  MCAI does not receive any direct insurance
                  reimbursements, it does receive a management fee from
                  Manhattan Westchester. Insurance reimbursements are
                  received by the medical practice conducting the
                  program based on rates established by third party
                  payors which are in turn based on the number of visits
                  and type of service performed.

                  The TNP division completed its fourth sale during the
                  third quarter 1997. The total cumulative sales for the
                  TNP division amounted to $382,512.

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

                  General and administrative expenses for the nine
                  months ended September 30, 1997 were $1,553,296 as
                  compared to the nine months ended September 30, 1996
                  of $811,403 or an increase of $741,893 or 91%. The
                  increase in general and administrative expenses for
                  the nine months ended September 30, 1997 is due to the
                  Company increasing its development costs for its new
                  subsidiary, MCAI by $436,608 as compared to the nine
                  months ended September 30, 1996. The intended business
                  of MCAI is to manage and distribute through
                  professional medical practitioners a program that will
                  evaluate and treat mild memory disturbances.

                  Research and development costs ("R&D") for the nine
                  months ended September 30, 1997 were $88,917 as
                  compared to the nine months ended September 30, 1996
                  of $71,235 or an increase of $17,682.

                  LIQUIDITY AND CAPITAL RESOURCES

                  At September 30, 1997 and December 31, 1996, the
                  Company had working capital of $922,044 and
                  $1,082,613, respectively.

                  For the nine months ended September 30, 1997 and 1996,
                  the Company used cash for operations of $1,489,662 and
                  $664,121, respectively, resulting in increased use of
                  cash for operations by $825,541. The net increase for
                  the nine months ended September 30, 1997 is the result
                  of loss from operations amounting to $1,140,294
                  compared to the loss from operations for the nine
                  months ended September 30, 1996 of $639,202.

                  For the nine months ended September 30, 1997 and 1996
                  cash used by investing activities amounted to $376,067
                  and $104,474, respectively, or a net increase in use
                  of cash of $271,593. The increased use in cash for
                  investing activities for the nine months ended
                  September 30, 1997 as compared to the nine months
                  ended September 30, 1996 was attributable to the
                  following: (i) purchase of equipment and fixtures
                  amounting to $104,618 (ii) $23,694 increase in
                  database development costs and (iii) costs incurred in
                  organizing memory centers amounting to approximately
                  $149,368. The increase in the database development
                  costs was the result of a large amount of EEG studies
                  inputted into the database. The Company during the
                  nine months ended September 30, 1997 purchased
                  equipment and incurred organization costs amounting to
                  approximately $130,642 principally for its new
                  subsidiary MCAI.

                  For the nine months ended September 30, 1997 and 1996
                  cash provided by financing activities amounted to
                  $329,567 and $746,566, respectively. For the nine
                  months ended September 30, 1997 the Company received
                  $600,000 in connection with the exercise of 200,000
                  Class B and 200,000 Class C warrants, which resulted
                  in the Company issuing 400,000 shares of common stock.
                  During March 1996 the Company sold 1,000,000 shares of
                  common stock for $400,000 to foreign investors
                  utilizing regulations S guidelines. Furthermore,
                  during the nine months ended September 30, 1996 the
                  Company repaid a line of credit which amounted to
                  $50,000 and borrowed from shareholders $478,480 net of
                  repayments. On April 30, 1997 the Company repaid a
                  shareholder loan amounting to $100,000. The Company
                  incurred registration costs for the nine months ended
                  September 30, 1997 and 1996 amounting to $114,035 and
                  $25,046, respectively, in connection with registering
                  shares of common stock and warrants pursuant to
                  contractual obligations with certain stockholders. At
                  September 30, 1997 and 1996, the Company accrued
                  $11,250 of dividends for Series 1 preferred stock as
                  required under terms of the preferred stock.

                  MANAGEMENTS S PLAN

                  The intended development of Memory Centers requires
                  substantial amounts of capital without any assurance
                  that they will be successful. Depending on size and
                  location, the Company estimates that each facility
                  would require between $150,000 and $200,000 for
                  equipment, leasehold improvements, and working
                  capital, including corporate overhead attributable to
                  operating the Memory Centers . Therefore, the Company
                  estimated that its short term capital requirements for
                  10 fully functioning Memory Centers will be in the
                  range of $1,500,000 to $2,000,000.

                  During December 1996, the Company completed a private
                  placement of its securities which provided $2,001,618.
                  Approximately 60% of the proceeds of this private
                  placement are intended to be used for the initial
                  development and expansion of Memory Centers ,
                  including advertising, working capital and new
                  management. The Company intends to set up 100 centers
                  within the next 5 years if additional capital can be
                  raised. Long term capital requirements for these
                  centers based on the same assumption as set fourth
                  above, could range from $15,000,000 to $20,000,000.
                  The Company intends to raise such capital through
                  public and private sale of its securities as well as
                  by debt financing. Additionally, the Company is
                  exploring joint ventures and strategic alliances or
                  joint ventures will be formed.

                  The Company demonstrated and reported in a scientific
                  periodical that a double dose of a plant extract
                  product sold by the Company s largest customer has
                  more central nervous system effects and thus, should
                  be more therapeutically effective than that of the
                  current marketed dose. This customer has made new
                  commitments to the Company. In this connection the
                  Company received from the customer, as of December 31,
                  1996, $100,000 to support the efforts of an Advisory
                  Committee of a prominent international health
                  organization to develop an Alzheimer s Study protocol,
                  as well as commitments for $285,000 to continue its
                  work on the plant extract product. The Company, during
                  the fourth quarter of 1996, also obtained a new
                  contract ($140,000) from a U.S. pharmaceutical company
                  to conduct a QPEEG study. In September 1997, the
                  Company obtained another contract in the amount of
                  $230,708 pursuant to which a U.S. pharmaceutical
                  company will use QPEEG in their multi-center drug
                  trial. QPEEG is a methodology developed by HZI that
                  evaluates a drug s effect on the central nervous
                  system using computer analyzed EEG. HZI statistically
                  analyzed the before and after effects of a drug and
                  correlates the changes with information in HZI s
                  psychotropic drug data base to determine the optimal
                  time or dosage window to yield particular central
                  nervous system effects.

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

                  On September 4, 1997, the Company signed an agreement
                  with the CoreCare Corporation, a regional provider of
                  mental health care services, to form a joint venture.
                  The joint venture, which will be 50% owned by the
                  Company, will be located at Kirkbride Center, a large
                  medical complex being developed in Philadelphia.
                  Within the Kirkbride Hospital complex, the agreement
                  contemplates that the joint venture will establish a
                  Memory Center and tele-neuropsychiatric diagnostic
                  laboratory. The joint venture will also include a 30
                  bed VIP-Neuropsychiatry clinic, Phase I in-patient
                  drug research unit and a contract research site
                  management venture.

                  The joint venture has not yet begun operations.
                  However, as the first step of the joint venture, in
                  September 1997, the Company sold two TNP systems (each
                  at $95,800), to CoreCare in order to set up a Memory
                  Center and a TNP diagnostic laboratory. The various
                  aspects of the joint venture will require additional
                  development and capital. Accordingly, there can be no
                  assurance that any aspects of the joint venture can be
                  developed within a reasonable amount of time or that
                  any of these will be successful, or that capital will
                  be found to develop any of these ventures.

                  The Company intends to submit 510(k) applications to
                  the FDA between the latter part of 1997 and mid 1998
                  with respect its EEG/EP Amplifier, HZI Electrode
                  Headset and Digital EEG System Software. Two of the
                  products require improved prototypes and the software
                  product is in the final testing stage. The aggregate
                  cost for finishing the products and completing the
                  510(k) applications is estimated at $90,000, which
                  funds will be derived from currently available working
                  capital raised in a recent private offering.

                  The Company will meet its future cash requirements for
                  its general corporate overhead for at least the next
                  twelve months through cash flow from operations based
                  on its current contract backlog amounting to $270,000
                  at September 30, 1997, future contracts currently
                  under negotiation and the balance of the $2,601,618
                  received during December 1996 and March 1997 as a
                  result of selling units in a private placement and the
                  exercise of warrants as previously discussed. During
                  October 1997, the Company received an additional
                  $600,000 of capital in connection with the exercise of
                  its Class B and C Warrants.

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

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



                       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




                                SIGNATURE

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


                                             NeuroCorp., Ltd.

          Date:   November 19, 1997          By: /S/ Joseph J. DioGuardi  
                                                 Joseph J. DioGuardi
                                                 Chief Financial Officer