<PAGE>

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

                                   FORM 10-QSB

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

For the quarterly period ended       March 31, 1999
                               -------------------------------------------------
                                       or

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

For the transition period from ______________________   to


Commission File Number:            33-2205-D
                        --------------------------------------------------------
                                NeuroCorp., Ltd.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

45 Knollwood Road, Elmsford, New York                                  10523
--------------------------------------------------------------------------------
(Address of principal executive offices)                           (Zip Code)

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


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

Check whether the issuer (1) has filed all reports required to be filed by
section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                                                             Yes [  ]  No [xx]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: 11,231,672 shares as of September 30,
1999.


<PAGE>


                        NEUROCORP, LTD. AND SUBSIDIARIES
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



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

    ITEM I - FINANCIAL STATEMENTS                                                  Page
                                                                                  number
                                                                                  ------
    <S>       <C>                                                               <C>
              Consolidated Balance Sheets at March 31, 1999 (unaudited)
               and December 31, 1998                                                 1

              Consolidated Statements of Operations (unaudited)
               for the three months ended March 31, 1999 and 1998                    2

              Consolidated statement of Stockholders' Equity (unaudited)
               for the three months ended March 31, 1999                             3

              Consolidated statements of cash flows (unaudited)
               for the three months ended March 31, 1999 and 1998                    4

              Notes to consolidated financial statements                           5 - 8

    ITEM 2 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS                                 9 - 11

PART II -     OTHER INFORMATION                                                   11 - 13

</TABLE>


<PAGE>



                        NEUROCORP, LTD. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>

                                                                                           (Unaudited)
                                                                                            March 31,            December 31,
                                                                                              1999                   1998
                                                                                        ------------------    -------------------
<S>                                                                                   <C>                   <C>
CURRENT ASSETS
     Cash and cash equivalents                                                        $           180,499   $            795,739
     Accounts receivable, net                                                                      27,384                  6,400
     Prepaid expenses and other current assets                                                     21,897                 27,785
                                                                                        ------------------    -------------------
               Total current assets                                                               229,780                829,924
                                                                                        ------------------    -------------------

PROPERTY AND EQUIPMENT, net                                                                       564,739                583,974

OTHER ASSETS                                                                                      145,162                145,162
                                                                                        ------------------    -------------------
                                                                                      $           939,681   $          1,559,060
                                                                                        ------------------    -------------------
                                                                                        ------------------    -------------------

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                                                 $           519,869   $            544,770
     Accrued expenses                                                                             171,974                179,825
     Stockholder demand notes payable                                                             300,000                300,000
                                                                                        ------------------    -------------------
               Total current liabilities                                                          991,843              1,024,595
                                                                                        ------------------    -------------------

COMMITMENTS (Note 3)                                                                                    -                      -

STOCKHOLDERS' EQUITY
     Cumulative, convertible preferred stock, Class B, Series C,
       $.001 par value, 5,000,000 shares authorized                                                   766                    733
     Cumulative, non-convertible preferred stock, Class B, Series 1,
       no par value, 5,000,000 shares authorized                                                  150,000                150,000
     Common stock, $.001 par value, 100,000,000 shares authorized                                  11,231                 11,225
     Additional paid-in-capital                                                                 9,179,313              9,172,919
     Deficit                                                                                   (9,393,472)            (8,800,412)
                                                                                        ------------------    -------------------
                                                                                                  (52,162)               534,465
                                                                                        ------------------    -------------------
                                                                                      $           939,681   $          1,559,060
                                                                                        ------------------    -------------------
                                                                                        ------------------    -------------------
</TABLE>


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



                                      -1-
<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE THREE MONTHS MARCH 31, 1999 AND 1998
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                 1999                1998
                                                           ------------------  ------------------
<S>                                                        <C>                  <C>
NET SALES                                                  $          47,956   $         165,414

COST OF SALES, including amortization expense
 of $-0- and $67,373, respectively                                    52,721             125,339
                                                           ------------------  ------------------

        Gross profit (loss)                                           (4,765)             40,075

GENERAL AND ADMINISTRATIVE EXPENSES                                  581,137             808,656
                                                           ------------------  ------------------

        Loss from operations                                        (585,902)           (768,581)

OTHER INCOME (EXPENSE)
    Interest income                                                    1,252               5,980
    Interest expense                                                  (4,627)            (10,701)
                                                           ------------------  ------------------
                                                                      (3,375)             (4,721)
                                                           ------------------  ------------------

        Net loss                                           $        (589,277)  $        (773,302)
                                                           ------------------  ------------------
                                                           ------------------  ------------------

(LOSS) PER COMMON SHARE                                    $           (0.05)  $           (0.07)
                                                           ------------------  ------------------
                                                           ------------------  ------------------

WEIGHTED AVERAGE SHARES OUTSTANDING                               11,229,539          10,813,806
                                                           ------------------  ------------------
                                                           ------------------  ------------------
</TABLE>


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


                                      -2-
<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                      Preferred Stock                         Preferred Stock
                                                     Class B, Series C                        Class B, Series 1
                                                 Shares              Amount               Shares               Amount
                                            --------------     ----------------     ----------------    -----------------

<S>                                              <C>           <C>                         <C>          <C>
Balance, December 31, 1998                        733,333       $          733              150,000      $       150,000

Issuance of common stock in
    connection with exercise of
    stock option                                        -                    -                    -                    -

Preferred stock dividends                          32,500                   33                    -                    -

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

Balance, March 31, 1999                           765,833       $          766              150,000      $       150,000
                                            --------------     ----------------     ----------------    -----------------
                                            --------------     ----------------     ----------------    -----------------

</TABLE>


<TABLE>
<CAPTION>

                                                             Additional                       Total
                                        Common Stock           Paid-in                    Stockholders'
                                    Shares        Amount       Capital       Deficit        Equity
                                  -----------   -----------   -----------   -----------    -----------

<S>                                <C>          <C>           <C>           <C>            <C>
Balance, December 31, 1998         11,225,272   $    11,225   $ 9,172,919   $(8,800,412)   $   534,465

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

Preferred stock dividends                  --            --            --        (3,783)        (3,750)

Net loss                                   --            --            --      (589,277)      (589,277)
                                  -----------   -----------   -----------   -----------    -----------

Balance, March 31, 1999            11,231,672   $    11,231   $ 9,179,313   $(9,393,472)   $   (52,162)
                                  -----------   -----------   -----------   -----------    -----------
                                  -----------   -----------   -----------   -----------    -----------

</TABLE>


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



                                      -3-
<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                       1999                  1998
                                                                            --------------------  -------------------
<S>                                                                         <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                                $          (589,277)  $         (773,302)
    Adjustments to reconcile net loss to net
      cash used in operating activities:
      Bad debt expense (recovered)                                                        3,000              (35,230)
      Depreciation and amortization                                                      20,665               90,493
      Amortization of deferred financing costs                                                -                6,832
    Decrease (increase) in:
      Accounts receivable                                                               (23,984)             (82,619)
      Prepaid expenses
        other current assets                                                              5,888              (20,949)
      Inventories                                                                                                486
      Due from affiliates                                                                                     (4,714)
    Increase (decrease) in:
      Accounts payable                                                                  (24,901)            (191,351)
      Accrued expenses                                                                  (11,601)              62,932
      Billings in excess of costs and estimated earnings
        on uncompleted contracts                                                              -              (18,920)
                                                                            --------------------  -------------------
             Net cash used in operating activities                                     (620,210)            (966,342)
                                                                            --------------------  -------------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Capitalized database development costs                                                                    (9,434)
    Purchases of property and equipment                                                  (1,430)             (63,864)
                                                                            --------------------  -------------------
             Net cash used in investing activities                                       (1,430)             (73,298)
                                                                            --------------------  -------------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from issuance of stock                                                       6,400                    -
                                                                            --------------------  -------------------
             Net cash provided by financing activities                                    6,400                    -
                                                                            --------------------  -------------------

NET DECREASE IN CASH                                                                   (615,240)          (1,039,640)

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

CASH AND CASH EQUIVALENTS, end of period                                    $           180,499   $          535,519
                                                                            --------------------  -------------------
                                                                            --------------------  -------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid during the year for:
        Interest                                                            $             4,627   $           10,701
        Income taxes                                                                      3,118                3,350
NON CASH INVESTING AND FINANCING ACTIVITIES
        Issuance of preferred stock in lieu of dividend on
           preferred stock                                                               32,500                    -
        Accrued dividends                                                                 3,750                3,750


</TABLE>

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



                                      -4-
<PAGE>


                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (UNAUDITED)


NOTE 1        -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  BASIS OF PRESENTATION

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

                  CONSOLIDATION

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

                  NATURE OF OPERATIONS

                  The Company performs clinical research data analysis for
                  health agencies, research organizations, and pharmaceutical
                  companies and manages a facility, which diagnoses and treats
                  memory disorders and provides education and consultation to
                  individuals who suffer from memory impairment. In addition, as
                  an outgrowth of its research activities, the Company also
                  designs diagnostic testing software and equipment for
                  neuropsychiatric applications and performs neurological
                  testing services for hospitals and physicians.

                  CHANGE IN REPORTING ENTITY

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

                  USE OF ESTIMATES

                  The preparation of consolidated financial statements in
                  conformity with generally accepted accounting principles
                  requires management to make estimates and assumptions that
                  affect the reported amounts of assets and liabilities and
                  disclosure of contingent assets and liabilities as of the date
                  of the consolidated financial statements, and the reported
                  amounts of revenues and expenses during the reporting period.
                  Actual results could differ from those estimates.



                                        5
<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (UNAUDITED)


NOTE 1        -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

                  EARNINGS PER COMMON SHARE

                  For the three months ended March 31, 1999 and 1998, 765,833
                  and 0 shares respectively, of the Class B Series C convertible
                  preferred stock and 313,333 and 0 options were excluded from
                  the calculations, as their effect would have been antidutive.

NOTE 2        -   GOING CONCERN

                  The accompanying consolidated financial statements have been
                  prepared assuming that the Company will continue as a going
                  concern. The Company's ability to continue as a going concern
                  is currently dependent on its ability to successfully attain
                  profitability and positive cash flows from operations as well
                  as obtain capital or other financing to fund future losses.
                  These factors raise substantial doubt about the Company's
                  ability to continue as a going concern. The financial
                  statements do not include adjustments relating to the
                  recoverability and realization of assets and classification of
                  liabilities that might be necessary should the Company be
                  unable to continue as a going concern.

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

                  In May 1999, the Company completed an interim financing
                  agreement with Pioneer Ventures Associates Limited Partnership
                  and Lancer Management Group LLC. The Company received proceeds
                  of $100,000 from Pioneer and issued 800,000 shares of the
                  Series C, 8% Convertible Preferred Stock. The Company will
                  receive additional funds of up to $1,000,000 at specified
                  dates during the balance of 1999 from Pioneer based on the
                  Company meeting certain specified financial objectives. In
                  return the Company will issue Pioneer shares of the Company's
                  Series C 8% Convertible Preferred Stock. The Company received
                  $625,000 from Lancer Offshore Inc., $300,000 from Lancer
                  Partners LP and $100,000 from the Orbital Fund Inc. Lancer
                  Management Group LLC (Lancer) manages these funds. In return
                  the Company issued 8,200,000 shares of the Company's Series C
                  8% Convertible Preferred Stock to Lancer. Each share of
                  Preferred Stock is convertible into one share of Common Stock.
                  As further consideration to Lancer, the Company issued
                  warrants to purchase 500,000 shares of Common Stock at a price
                  of $1.00 per share. These warrants will be exercisable for a
                  period of five years.

                  Regarding current operations, the Company is continuing its
                  ongoing marketing efforts to obtain contracts for its contract
                  research division and has implemented several measures to
                  reduce current expenditures. Such reductions include salary
                  deferrals, staff cuts, reducing office space and equipment
                  leases and reductions in other expenses. The Company expects
                  that the proceeds from Pioneer, together with current cash and
                  projected cash from operations will be sufficient to fund its
                  activities for the next twelve to eighteen months.




                                       6
<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (UNAUDITED)


NOTE 3        -   COMMITMENTS AND CONTINGENCIES

             a)   Operating leases

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

                  A schedule of future minimum rental payments at March 31, 1999
                  is as follows:

<TABLE>
<CAPTION>

                  Year ended December 31,
                  -----------------------
                           <S>                                <C>
                           1999                               $      134,779
                           2000                                      144,120
                           2001                                      147,729
                           2002                                      142,565
                           2003                                      134,174
                                                              --------------
                                                              $      703,367
                                                              --------------
                                                              --------------
</TABLE>

                  Rent expense under all operating leases for the three months
                  ended March 31, 1999 and 1998 was $49,636 and $28,821,
                  respectively.

             b)   Concentration of credit risk

                   For the three months ended March 31, 1999 and 1998,
                   approximately 77% and 69%, respectively, of net sales were
                   derived from four and two unrelated customers, respectively
                   who are in the pharmaceutical and psychiatric industries. As
                   of March 31, 1999 and December 31, 1998, approximately 74%
                   and 76% respectively, of accounts receivable are due from
                   four unrelated customers.

NOTE 4        -   RELATED PARTY TRANSACTIONS

                  Stockholder notes and loans payable

                  Stockholder notes and loans payable consisted of the following
                  at:

<TABLE>
<CAPTION>
                                                                       March
                                                                      31, 1999            December
                                                                    (Unaudited)           31, 1998
                                                                    -----------           --------
<S>                                                               <C>                <C>
                     Non-interest bearing loans,
                      (See (i) below)                             $      200,000     $      200,000

                     Notes payable bearing an interest of
                      5% to 9% (See below)                               100,000            100,000
                                                                  --------------     --------------
                                                                  $      300,000     $      300,000
                                                                  --------------     --------------
                                                                  --------------     --------------
</TABLE>


                                       7
<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (UNAUDITED)


NOTE 4        -   RELATED PARTY TRANSACTIONS -CONTINUED

                  Stockholder notes and loans payable - continued


                  i)    On May 24, 1996, the Company entered into an agreement
                        with a shareholder to borrow $200,000. The note is
                        non-interest bearing and was payable within one year or
                        is payable out of the first proceeds resulting from any
                        exercise of outstanding Class B and Class C warrants,
                        whichever comes first. During June 1997, the original
                        maturity date of May 24, 1997 was extended to December
                        15, 1998.

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

                  As of March 31, 1999, the above loans remain outstanding
                  without extension.







                                       8
<PAGE>


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

                  CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

                  The Private Securities Litigation Reform Act of 1995 provides
                  a safe harbor for forward-looking information made on behalf
                  of the Company. Certain statements in this quarterly report on
                  Form 10-QSB are "forward-looking statements". These
                  forward-looking statements include, but are not limited to,
                  statements about our plans, objectives, expectations and
                  intentions and other statements contained in this annual
                  report that are not historical facts. When used in this annual
                  report, the words "expect," "anticipate," "intend," "plan,"
                  "believe," "seek," "estimate," and similar expressions are
                  generally intended to identify forward-looking statements.
                  Because these forward-looking statements involve risks and
                  uncertainties, there are important factors that could cause
                  actual results to differ materially from those expressed or
                  implied by these forward-looking statements, including our
                  plans, objectives, expectations, and intentions and other
                  factors discussed in this report. We assume no obligation to
                  update such forward-looking statements

                  RESULTS OF OPERATIONS

                  The Company reported a net loss of $589,277 for the three
                  months ended March 31, 1999 as compared to a net loss of
                  $773,052 for the three months ended March 31, 1998.

                  Revenues for the three months ended March 31, 1999 and 1998
                  amounted to $47,956 and $165,414 respectively. Revenues
                  decreased by $117,458 or 71% for the three months ended March
                  31, 1999 as compared to the three months ended March 31, 1998.
                  Gross (loss) profit for the three months ended March 31, 1999
                  and 1998 amounted to $(4,765) and $40,075, respectively or a
                  net decrease of $44,840. The Company included in the cost of
                  sales amortization of its database and computer system product
                  development costs for the three months ended March 31, 1998.
                  The Company wrote-off the remaining value of database and
                  computer system product development costs as of December 31,
                  1998. For the three months ended March 31, 1999 and 1998
                  amortization charges amounted to $0 and $67,373, respectively.

                  The decrease in sales and gross profit is attributable to the
                  Company focusing its efforts on developing the Memory Center
                  business and the Company's inability to secure contract
                  research business for HZI.

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

                  General and administrative expenses for the three months ended
                  March 31, 1999 were $581,137 as compared to the three months
                  ended March 31, 1998 of $808,656 or a decrease of $227,519 or
                  28%. The decrease in general and administrative expenses for
                  the three months ended March 31, 1999 is primarily due to a
                  Company restructuring which included a reduction in employee
                  staffing and other cost reduction strategies.

                  Other Expense for the three months ended March 31, 1999 and
                  1998 amounted to $3,375 and $4,721, respectively, a decrease
                  of $1,346. The decrease is a result of lower interest income
                  due to lower cash balances and a decrease in interest expense.



                                       9
<PAGE>


                  Income Taxes

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

                  LIQUIDITY AND CAPITAL RESOURCES

                  At March 31, 1999 and December 31, 1998, the Company had
                  negative working capital of $758,313 and $194,671
                  respectively. The Company's cash balance at March 31, 1999 and
                  December 31, 1998 amounted to $180,499 and $ 795,739,
                  respectively. The Company's net accounts receivable amounted
                  to $27,384 at March 31, 1999 and $6,400 at December 31, 1998,
                  an increase of $20,984. Prepaid expenses at March 31, 1999 and
                  December 31, 1998 amounted to $21,897 and $27,785,
                  respectively, a decrease of $5,888.

                  As of March 31, 1999 and December 31, 1998 current liabilities
                  amounted to $991,843 and $1,024,595, respectively, a decrease
                  of $32,752. Included in these amounts is a $300,000
                  stockholder loan, which was due December 31, 1998.

                  For the three months ended March 31, 1999 and 1998, the
                  Company used cash for operations of $620,210 and $966,342
                  respectively, resulting in decreased use of cash for
                  operations by $346,132. The net decrease for the three months
                  ended March 31, 1999 is the result of loss from operations
                  amounting to $585,902 compared to the loss from operations for
                  the three months ended March 31, 1998 of $768,581, a decrease
                  of $182,679.

                  For the three months ended March 31, 1999 and 1998 cash used
                  by investing activities amounted to $1,430 and $73,298,
                  respectively, or a net decrease in use of cash of $71,868. The
                  decrease use in cash for investing activities for the three
                  months ended March 31, 1999 as compared to the three months
                  ended March 31, 1998 was attributable to a reduction in
                  capitalized database development costs to $0 from $9,434 for
                  the three months ended March 31, 1999 and 1998, and further to
                  a decrease in purchases of other assets to $1,430 for March
                  31, 1999 from $63,864 for the three months ended March 31,
                  1998.

                  For the three months ended March 31, 1999 and 1998 cash
                  provided by financing activities amounted to $6,400 and
                  $0, respectively. For the three months ended March 31,
                  1999, 6,400 shares were issued in connection with exercise of
                  6,400 warrants.

                  MANAGEMENT'S PLAN

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

                  The Company is aggressively pursuing affiliate Memory Centers
                  business, as it believes this will enable a less costly and
                  quicker growth strategy. Previously, the Company had focused
                  on starting Company owned and run Memory Centers offices, but
                  the high cost associated with the construction and startup of
                  such sites prohibits that approach. The Company is in
                  negotiations with a number of entities to start such
                  affiliations. The Company is negotiating with enterprises that
                  will be able to provide the necessary medical office space and
                  patient base, such as


                                       10
<PAGE>

                  hospitals, skilled nursing facilities and physician groups.
                  The Company has entered into four non-binding Letters of
                  Intent with entities that are interested in setting up Memory
                  Centers in their facilities. The Company may need to finance
                  the acquisition of computer and medical equipment that will be
                  installed at each location. The amount of capital that may be
                  needed varies with each affiliation as some affiliates may
                  purchase the equipment up front and pay reduced management
                  fees in exchange.

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

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

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

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

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


                  PART II - OTHER INFORMATION


ITEM 1 - Legal Proceedings:

         None

ITEM 2 - Changes in Securities:

         None

ITEM 3 - Defaults Upon Senior Securities:

         None

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

         None

ITEM 5 - Other Information:

         None



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<PAGE>


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

         a)   Exhibits

              None


         b)   Reports on Form 8-K

              None



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<PAGE>




                                   SIGNATURES



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



                                 NEUROCORP, LTD.  (Registrant)


Dated: October 27, 1999


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

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






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