<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, 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 March 31, 1997.

<PAGE>

                           NEUROCORP, LTD. AND SUBSIDIARIES
                      INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



PART 1 - FINANCIAL INFORMATION:

    ITEM I - FINANCIAL STATEMENTS                                      Page
                                                                      Number
                                                                      ------

         Consolidated balance sheets at March 31, 1997 (unaudited)
          and December 31, 1996                                        F-1

         Consolidated statements of operations (unaudited)
          for the three months ended March 31, 1997 and 1996           F-2

         Consolidated statement of stockholders' equity (unaudited)
          for the three months ended March 31, 1997                    F-3

         Consolidated statements of cash flows (unaudited)
          for the three months ended March 31, 1997 and 1996        F-4 - F-5

         Notes to consolidated financial statements                 F-6 - F-16

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS                       F-17 - F-24

PART II -     OTHER INFORMATION                                        F-25



<PAGE>
                           NEUROCORP, LTD. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                        ASSETS
                                        ------
         (Unaudited)
                                                       March 31, 1997   December 31, 1996
Current assets:                                        --------------   -----------------
    <S>                                                <C>                <C>
    Cash                                               $  1,876,176       $  1,851,114
    Accounts receivable, net of allowance for 
     doubtful accounts of $468,000 at March 31, 1997
     and December 31, 1996                                  621,261            550,163
    Inventory                                                22,594             29,356
    Prepaid expenses and taxes                               43,017             36,982
    Deferred financing costs                                 20,182             53,516
    Other current assets                                     71,059             84,445
                                                       ------------       ------------
         Total current assets                             2,654,289          2,605,576
                                                       ------------       ------------

Equipment and fixtures, net                                  84,390             83,549
                                                       ------------       ------------
Other assets:
    Database development costs, net                       1,283,242          1,264,018
    Computer system product development costs, net          465,361            496,518
    Deferred registration costs                              85,876                 - 
    Other                                                   175,790            130,703
                                                       ------------       ------------
         Total other assets                               2,010,269          1,891,239
                                                       ------------       ------------
Total assets                                           $  4,748,948       $  4,580,364
                                                       ------------       ------------
                                                       ------------       ------------

                             LIABILITIES AND STOCKHOLDERS' EQUITY
                             ------------------------------------
Current liabilities:
    Accounts payable                                   $    131,607       $    166,232
    Accrued expenses                                        157,280            176,503
    Stockholder notes and loans payable                     856,854            858,687
    Income taxes payable                                      9,700              6,400
    Current portion of long-term debt                        13,460             38,715
    Billings in excess of costs and estimated earnings                    
     on uncompleted contracts                               210,476            276,426
                                                       ------------       ------------
         Total current liabilities                        1,379,377          1,522,963

Long-term liabilities:
    Long-term debt                                               -              15,502
    Deferred income taxes                                   264,000            264,000
                                                       ------------       ------------
         Total liabilities                                1,643,377          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                                  (1,260,340)          (987,512)
                                                       ------------       ------------
         Total stockholders' equity                       3,105,571          2,777,899
                                                       ------------       ------------

Total liabilities and stockholders' equity             $  4,748,948       $  4,580,364
                                                       ------------       ------------
                                                       ------------       ------------
         See accompanying notes to consolidated financial statements (unaudited).
</TABLE>

                                        F-1
<PAGE>


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


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


Net sales                                        $    275,487     $    382,448
         
Cost of sales, including amortization expense
    of $67,201 and $66,197, respectively              169,843          201,386
                                                 ------------     ------------

Gross profit                                          105,644          181,062
         
Expenses:
  General and administrative expenses                 320,047          214,096
  Research and development                             17,475           27,966
                                                 ------------     ------------
    Total expenses                                    337,522          242,062
                                                 ------------     ------------

Loss from operations before other income (expense)
 and income tax expense                              (231,878)         (61,000)
         
Other income (expense):
 Cumulative effect of change of accounting estimate        -          (125,745)
  Interest income                                      11,416            3,689
  Interest expense                                    (47,316)         (10,983)
                                                 ------------     ------------

Loss before income tax expense                       (267,778)        (194,039)
         
Income tax expense                                      1,300               -
                                                 ------------     ------------

Net loss                                         $   (269,078)    $   (194,039)
                                                 ------------     ------------
                                                 ------------     ------------

Net loss applicable to common shares             $   (272,878)    $   (197,789)
                                                 ------------     ------------
                                                 ------------     ------------

Loss per common equivalent share:
 Primary:          
  Loss before income tax expense                 $       (.03)    $       (.03)
  Income tax expense                                       -                -
                                                 ------------     ------------
  Net loss                                       $       (.03)    $       (.03)
                                                 ------------     ------------
                                                 ------------     ------------

Net loss applicable to common shares             $       (.03)    $       (.03)
                                                 ------------     ------------
                                                 ------------     ------------

Weighted average number of shares outstanding       7,819,959        6,218,251
                                                 ------------     ------------
                                                 ------------     ------------


       See accompanying notes to consolidated financial statements (unaudited).


                                         F-2
<PAGE>

                           NEUROCORP, LTD. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                      FOR THE THREE MONTHS ENDED MARCH 31, 1997
                                     (UNAUDITED)


<TABLE>
<CAPTION>
                                            Preferred Stock Class B
                                     Series 1                  Series 2               Common Stock
                                Shares       Amount       Shares       Amount      Shares       Amount
                               --------     --------     --------     --------    --------     --------
<S>                            <C>          <C>           <C>         <C>         <C>          <C>
Balances at 
 December 31, 1996              150,000     $ 150,000     250,000     $ 250,000   7,723,806    $  18,424 

Accrued preferred stock
 dividend                             -             -           -             -           -            -

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

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

Net loss for the three months
 ended March 31, 1997                 -             -           -             -           -            -
                                -------     ---------     -------     ---------   ---------    ---------
Balances at March 31, 1997      150,000     $ 150,000     250,000     $ 250,000   8,173,806    $  18,874 
                                -------     ---------     -------     ---------   ---------    ---------
                                -------     ---------     -------     ---------   ---------    ---------

                                 Additional                                           Total
                                  Paid-In         Contributed     (Accumulated     Stockholders
                                  Capital           Capital         Deficit)          Equity
                                -----------        ----------     -------------    ------------
<S>                            <C>                <C>              <C>              <C>
Balances at                  
 December 31, 1996             $  3,246,987       $   100,000      $  (987,512)     $  2,777,899
                             
Accrued preferred stock      
 dividend                                 -                 -           (3,750)           (3,750)

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

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

Net loss for the three months
 ended March 31, 1997                     -                 -         (269,078)         (269,078)
                                -----------        ----------     ------------       -----------
Balances at March 31, 1997      $ 3,847,037        $  100,000     $ (1,260,340)      $ 3,105,571
                                -----------        ----------     ------------       -----------
                                -----------        ----------     ------------       -----------
</TABLE>

       See accompanying notes to consolidated financial statements (unaudited).


                                         F-3
<PAGE>

                           NEUROCORP, LTD. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                         FOR THE THREE MONTHS ENDED MARCH 31,
                                     (UNAUDITED)

                                                       1997             1996
                                                       ----             ----
Cash flows for operating activities:
    Net loss from operations                     $   (269,078)    $   (194,039)
  Adjustments to reconcile net loss to net cash 
   used for operating activities:
    Depreciation and amortization                      78,359           70,858
    Amortization of deferred financing costs           33,334               - 
    Cumulative effect of change in accounting estimate     -           125,745
  Decrease (increase) in:
    Accounts receivable                               (71,098)        (250,920)
    Due from affiliates                                (2,889)          (5,510)
    Inventory                                           6,762           (6,962)
    Prepaid expenses and taxes                         (6,035)          51,359
    Other current assets                               13,386               -
  Increase (decrease) in:
    Accounts payable                                  (34,625)          83,032
    Accrued expenses                                  (22,973)         (95,772)
    Income taxes payable                                3,300           (6,997)
    Billings in excess of costs and estimated 
      earnings on uncompleted contracts               (65,950)          67,645
                                                 ------------     ------------
Net cash flows used for operating activities         (337,507)        (161,561)
                                                 ------------     ------------

Cash flows for investing activities:
    Purchase of equipment and fixtures                (32,973)              -  
    Database development costs capitalized            (55,268)         (18,692)
    Patent cost capitalized                                -            (2,150)
    Computer system development costs capitalized          -            (1,277)
    Other assets                                      (45,087)              -  
    Proceeds from sale of automobile                    1,660               -  
                                                 ------------     ------------
Net cash flows used for investing activities         (131,668)         (22,119)
                                                 ------------     ------------

Cash flows from financing activities:
    Repayments of demand note - line of credit             -           (50,000)
    Repayment of stockholders loans                    (1,833)              -  
    Proceeds from stockholders loans                       -            98,827
    Principal payments on long-term debt              (18,054)         (17,404)
    Registration costs incurred                       (85,876)         (25,046)
    Proceeds from exercise of warrants and 
      sale of common stock                            600,000          133,334
                                                 ------------     ------------
Net cash flows provided by financing activities       494,237          139,711
                                                 ------------     ------------

Net increase (decrease) in cash                        25,062          (43,969)

Cash at beginning of period                         1,851,114          140,519
                                                 ------------     ------------
Cash at end of period                            $  1,876,176     $     96,550
                                                 ------------     ------------
                                                 ------------     ------------


See accompanying notes to consolidated financial statements (unaudited).

                                         F-4
<PAGE>
 
                           NEUROCORP, LTD. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                         FOR THE THREE MONTHS ENDED MARCH 31,
                                     (UNAUDITED)


                                                    1997               1996
                                                    ----               ----

Supplemental disclosures of cash flow information:
    Cash paid during the year for:
         Interest                                $    9,684          $    3,225
                                                 ----------          ----------
                                                 ----------          ----------
         Income taxes                            $    1,300          $      545
                                                 ----------          ----------
                                                 ----------          ----------

Schedule of non-cash investing and financing activities:
    
Accrued dividends on Series 1 preferred stock    $    3,750          $    3,750
                                                 ----------          ----------
                                                 ----------          ----------
Bank note liquidated in exchange for automobile  $   22,703                  -
                                                 ----------          ----------
                                                 ----------          ----------

       See accompanying notes to consolidated financial statements (unaudited).



                                         F-5
<PAGE>


                           NEUROCORP, LTD. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED MARCH 31, 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 March 31, 1997 and 1995
         represent the assets and liabilities of HZI and it's affiliates and
         the results of their operations and cash flows for the two years then
         ended.  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, through its wholly-owned subsidiary, HZI, is primarily
         involved in three inter-related businesses all of which involve the
         interaction or utilization of the Company's proprietary software,
         databases and medical devices for the diagnosis and treatment of
         brain-related disorders.  The three businesses are as follows: (i)
         performing long-term contract services for medical research for major
         domestic and international pharmaceutical firms; (ii) designing and
         producing proprietary neuropsychiatric diagnostic testing equipment,
         which is currently known as their Brain Functioning Monitor (BFM)
         system; and (iii) providing interactive diagnostic testing services
         and analysis to physicians and hospitals via the telephone, through
         HZI's subsidiary, Tele-Map, Inc. ("TeleMap").

         In January 1996, the Company created a new wholly-owed subsidiary
         known as Memory Centers of America, Inc. ("MC Inc.").  MC Inc. will
         provide therapeutic services to people who suffer from memory
         impairment.  MC Inc. began its pilot operation's at the end of the
         second quarter of 1996.

         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 months ended
         March 31, 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 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.


                                         F-6
<PAGE>


                           NEUROCORP, LTD. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                     (UNAUDITED)


NOTE 2 - LONG-TERM DEBT

<TABLE>
<CAPTION>
         Long-term debt consists of the following at:
                                                           March 31,     
                                                             1997          December 31,
                                                          (Unaudited)          1996 
                                                          -----------      ------------
         <S>                                              <C>              <C>
         Note payable due in thirty-six (36)                             
           monthly installments of $6,175 including                      
           interest at prime plus 1% per annum due                       
           May 1997.  The note is collateralized by                      
           equipment, receivables and general                            
           intangible assets and has been personally                     
           guaranteed by certain officers.                $ 13,460          $ 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                             (13,460)          (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
                                                                            --------
                                                                            --------
</TABLE>

NOTE 3 - STOCKHOLDERS' EQUITY

      a) ISSUANCE OF WARRANTS

         As part of the acquisition, the Board of Directors of the Company have
         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 are exercisable at $2.25 per share and the Class
         C Warrants are 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.


                                         F-7
<PAGE>


                           NEUROCORP, LTD. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                     (UNAUDITED)


NOTE 3 - STOCKHOLDERS' EQUITY (Cont'd)

      a) ISSUANCE OF WARRANTS (Cont'd)

         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 then 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 Company issued of 50,000 shares of restricted
         common stock pursuant to the terms of a stock option agreement granted
         to a consultant on December 15, 1995.


                                         F-8
<PAGE>


                           NEUROCORP, LTD. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                     (UNAUDITED)

NOTE 3 - STOCKHOLDERS' EQUITY (Cont'd)

      b) STOCK OPTION PLAN TRANSACTIONS (Cont'd)

         On December 18, 1996, the Company granted qualified stock options to
         MC Inc.'s CEO and President, and an Executive Vice-President of the
         Company for the purchase of total of 500,000 shares of common stock
         exercisable at the lower of $7.00 per share or the fair market value. 
         The options are exercisable upon vesting and expire on January 6,
         2007.  On January 6, 1997, 200,000 of such options vested, 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 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 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.

              Effective December 16, 1996, the above loans were extended to
              December 31, 1998 with a revised interest rate of 5% per annum.


                                         F-9
<PAGE>


                           NEUROCORP, LTD. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                     (UNAUDITED)

NOTE 3 - STOCKHOLDERS' EQUITY (Cont'd)

      c) ISSUANCE OF COMMON STOCK AS CONSIDERATION FOR LOANS (Cont'd)

         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 (See Note 10(f)), 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 is 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.

      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 cancelled 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 three 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.


                                         F-10
<PAGE>


                           NEUROCORP, LTD. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                     (UNAUDITED)

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 three months ended
         March 31, 1997 and 1996 was $28,821 and $34,434, respectively.

      b) CONCENTRATION OF CREDIT RISK

         For the three months ended March 31, 1997 and 1996, approximately 67%
         and 52%, respectively, of net sales were derived from two unrelated
         customers, who are in the pharmaceutical industry.  As of March 31,
         1997 and December 31, 1996, approximately 63% and 61% respectively, of
         accounts receivable is due from two unrelated customers.

      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.  For the three months ended March 31, 1997 and 1996,
              the Company's Chairman waived his right to receive the term life
              insurance as provided for in the employment agreement.


                                         F-11
<PAGE>


                           NEUROCORP, LTD. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                     (UNAUDITED)

NOTE 4 - COMMITMENTS AND CONTINGENCIES (Cont'd)

    c)   EMPLOYMENT AGREEMENTS (Cont'd)

         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 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 MC Inc. entered into an
              employment agreement with the CEO and President of MC Inc. 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
              granted a qualified stock options for a total purchase of 500,000
              shares of  common stock exercisable at the lower of $7.00 per
              share or the 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 NYI, as well as Manhattan Westchester Medical
         Services, P.C. ("Manhattan West") for the use of certain employees and
         office and laboratory space of the Company.  Manhattan West is also
         under the common control of the Company's 


                                         F-12
<PAGE>


                           NEUROCORP, LTD. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                     (UNAUDITED)

         Chairman.  Net revenues from these affiliates for the three months
         ended March 31, 1997 and 1996 amounted to $21,252 and $18,325,
         respectively.
NOTE 5 - RELATED PARTY TRANSACTIONS (Cont'd)

      a) REVENUES FROM AFFILIATES (Cont'd)

         The above transactions between HZI and NYI have been eliminated in the
         consolidated financial statements.

      b) SERVICES PROVIDED BY AFFILIATES

         During 1994 HZI and Manhattan West entered into an arrangement whereby
         Manhattan West would provide medical consulting services to HZI's
         TeleMap business.  This arrangement was suspended during 1995 and
         reactivated during 1996.  No services were provided by Manhattan West
         to HZI for the three months ended March 31, 1997 and 1996.

      c) STOCKHOLDER NOTES AND LOANS PAYABLE

         Stockholder notes and loans payable consisted of the following at:

                                                 March
                                                 31, 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)               $  106,854       $  108,687

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

         Non-interest bearing loan payable
          (See (iv) below)                        200,000          200,000
                                               ----------       ----------
                                               $  856,854       $  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.


                                         F-13
<PAGE>


                           NEUROCORP, LTD. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                     (UNAUDITED)

NOTE 5 - RELATED PARTY TRANSACTIONS (Cont'd)

      c) STOCKHOLDER NOTES AND LOANS PAYABLE (Cont'd)

         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.

              Effective December 16, 1996, the maturity dates on the above
              notes were extended to December 31, 1998 with a revised interest
              rate of 5% per annum.

         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.  As
              of March 31, 1997, the Company has not repaid such loans.


                                         F-14
<PAGE>


                           NEUROCORP, LTD. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                     (UNAUDITED)

NOTE 5 - RELATED PARTY TRANSACTIONS (Cont'd)

      c) STOCKHOLDER NOTES AND LOANS PAYABLE (Cont'd)

         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.   For the three months ended March
              31, 1997, amortization expense amounted to $33,333.  Further, the
              Company agreed to register said shares  (See Note 3(e)).  Lastly,
              as of March 31, 1997, the Company has not repaid such loan.

         v)   At March 31, 1997 and December 31, 1996, accrued interest related
              to such notes and loans amounted to $47,459 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 March 31, 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 cancelled 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)).


                                         F-15
<PAGE>


                           NEUROCORP, LTD. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                     (UNAUDITED)

NOTE 5 - RELATED PARTY TRANSACTIONS (Cont'd)

      g) DUE FROM AFFILIATES

         The Company charges Manhattan West for the use of certain employees,
         laboratory space and management fees related to MC Inc.'s services. 
         Manhattan West is under the common control of the Company's Chairman. 
         For the three months ended March 31, 1997 and 1996 such charges
         amounted to $35,881 and $5,108, respectively.  At March 31, 1997 and
         December 31, 1996, amounts due from Manhattan West for these services
         amounted to $52,246 and $33,495, respectively, which has been 
         included in accounts receivable.





                                         F-16
<PAGE>


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

         NeuroCorp., Ltd. ("the Company") was incorporated in the State of
         Nevada on March 18, 1987.  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
         from Tamarac Ventures, Ltd. to NeuroCorp., Ltd.  Further, the Company
         reduced its authorized common stock from 200,000,000 shares to
         100,000,000 shares and authorized 5,000,000 shares of preferred stock.

         The Company, through one of its wholly-owed subsidiaries, HZI, is
         primarily involved in three inter-related businesses all of which
         involve the interaction or utilization of the Company's proprietary
         software, databases and medical devices for the diagnosis and
         treatment of brain-related disorders.  The three businesses are as
         follows: (i) performing contract medical research services
         (principally conducting clinical trials which include "special"
         proprietary quantitative Pharmaco-electroencephalogram
         (QPEEG-Registered Trademark- studies) for health agencies, other
         contract research organizations and pharmaceutical companies (ii)
         designing and subcontracting the manufacturing of proprietary
         neuropsychiatric diagnostic testing software and equipment, which
         currently is their Brain Function Monitoring Systems-Registered
         Trademark- (BFM) and selling these to physicians, researchers and
         hospitals and (iii) providing telephonic neurological diagnostic
         testing services, including electroencephalogram ("EEG") and Dynamic
         Brain Mapping-Registered Trademark-  to physicians and hospitals known
         as TeleMap-Registered Trademark-.

         In January 1996, the Company created a new wholly-owned subsidiary,
         Memory Centers of America, Inc. ("MC Inc.") to provide therapeutic
         services to people who suffer from memory impairment.  MC Inc. 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 months ended
         March 31, 1997.

         THREE MONTHS MARCH 31, 1997 AS COMPARED TO THE THREE MONTHS ENDED
         MARCH 31, 1996

         The Company recognized 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, are recognized
         upon the shipment of the turnkey systems.  Service revenues such as
         TeleMap, are recognized as they are rendered.

         The Company reported a net loss of $269,078 for the three months ended
         March 31, 1997 as compared to a net loss of $194,039 for the three
         months ended March 31, 1996.


                                         F-17
<PAGE>


ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Cont'd)

         THREE MONTHS ENDED MARCH 31, 1997 AS COMPARED TO THE THREE MONTHS
         ENDED MARCH 31, 1996 (Cont'd)


         Revenues for the three months ended March 31, 1997 and 1996 amounted
         to $275,487 and $382,448, respectively.  Revenues decreased by
         $106,961 or 28% for the three months ended March 31, 1997 as compared
         to the three months ended March 31, 1996.  Gross profit for the three
         months ended March 31, 1997 and 1996 amounted to $105,644 and
         $181,062, respectively or a net decrease of $75,418.  Gross profit
         percentage for three months ended March 31, 1997 and 1996 amounted to
         38% and 47%, respectively, or a net decrease of 9%.  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 March 31, 1997 and 1996
         amortization charges amounted to $67,201 and $66,197, respectively,
         resulting in a reduction of the Company's overall gross profit
         percentage by 24% and 17%, respectively. 

         Furthermore, the net reduction of sales and gross profit during the
         three months ended March 31, 1997 as compared to the three months
         ended March 31, 1996 is attributable to the following:

         1.   The Company's contract research division has not entered into any
              major multi million dollar new 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 March 31, 1997 as
              compared to the three months ended March 31, 1996 amounted to
              $211,872 and $205,861, respectively, or a net increase of $6,011.
              The contract division's low revenues for the March 31, 1997 and
              1996 quarters  is attributable to the Company's lack of major new
              contracts during the last three 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 competence, will continue to stimulate research
              activity in the long term.

              The gross profit percentage from contracts for the three months
              ended March 31, 1997 is 59% as compared to March 31, 1996 which
              was 31%.  The increase in gross profit for the three months ended
              March 31, 1997 as compared to the three months ended March 31,
              1996, is a result of efficiencies introduced within the contract
              division.

              As of March 31, 1997 the Company contract division had a backlog
              of approximately $536,000 from uncompleted contracts.  The
              Company expects to realize a minimum of $400,000 of revenue during
              1997 from said contracts.


                                         F-18
<PAGE>


ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Cont'd)

         THREE MONTHS ENDED MARCH 31, 1997 AS COMPARED TO THE THREE MONTHS
         ENDED MARCH 31, 1996 (Cont'd)

         1.   (Cont'd)

              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.  In
              accordance with the contract, a significant portion of the
              receivable will be paid by this customer upon completion of the
              statistical report.  During the fourth quarter of the 1996
              calendar year, the Company competed 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 March 31, 1997, the receivable amounts from this
              foreign customer amounted to $320,000 of which $100,000 is
              expected to be collected during the second quarter and the
              remainder is expected to be collected during the third and fourth
              quarters. In connection with this second contract, the foreign 
              customer has amended the original contract to include additional 
              patients, which has resulted in a change of the estimated 
              completion date from December 1996 to June 1997.

         2.   Net sales of BFM Systems for the three months ended March 31,
              1997 and 1996 amounted to $24,394 and $150,600, respectively or a
              net decrease of $126,206.  Gross profit amounts for the three
              months ended March 31, 1997 amounted to a negative $46,508
              whereby for the three months ended March 31, 1996, the gross
              profit amounted to $99,708, or a net decrease of $146,216.  As
              noted previously, the Company changed its amortization of
              software development costs, resulting in an increased charge to
              the BFM division.  Amortization expense for three months ended
              March 31, 1997 and 1996 amounted to $45,574 and $44,338,
              respectively. During the last nine months for the period ended
              March 31, 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.

         3.   Revenues of the TeleMap division for the three months ended March
              31, 1997 and 1996 amounted to $24,592 and $25,987, respectively. 
              Gross profit percentage for the three months ended March 31, 1997
              and 1996 amounted to 51% and 64%, respectively due to a slight
              increase in labor costs.

         4.   Pilot memory centers revenue for the three months ended March 31,
              1997 amounted to $14,629.  This revenue was derived entirely from
              Manhattan Westchester Medical Services, P.C. ("Manhattan
              Westchester") through a pilot program conducted under the
              management of MC Inc..  Manhattan Westchester is a medical
              practice that is controlled by the Company Chairman.  While MC
              Inc.  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.


                                         F-19
<PAGE>

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Cont'd)

         THREE MONTHS ENDED MARCH 31, 1997 AS COMPARED TO THE THREE MONTHS
         ENDED MARCH 31, 1996 (Cont'd)

         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 three months ended March 
         31, 1997 were $337,522 as compared to the three months ended March 
         31, 996 of $214,096 or an increase of $123,426 or 58%.  The increase 
         in general and administrative expenses for the three months ended 
         March 31, 1997 is due to the Company increasing its development 
         costs for its new subsidiary, MC Inc. by $104,000 as compared to the 
         three months ended March 31, 1996.  The intended business of MC Inc. 
         is to manage and distribute through professional medical practioners 
         a program that will evaluate and treat mild memory disturbances.  

         Research and development costs ("R&D") for the three months ended
         March 31, 1997 were $17,475 as compared to the three months ended
         March 31, 1996 of $27,966 or a decrease of $10,491.
         
         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 March 31, 1997
         as compared to the three months ended March 31, 1996 increased by
         $36,333.

         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 consideration for such loan the
         company issued 66,665 shares of restricted common stock.  The Company
         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 costs and increased stockholders' equity
         by $133,333 for this transaction.  The deferred financing costs 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.   The
         implicit rate of interest for this loan is 67% per year.  At the time
         of the loan from such stockholder, the Company was unable to borrow at
         lower interest  rates due to its financial condition and the size of
         the loan.  Accordingly, management considered the importance to the
         Company of obtaining such funding which in its opinion outweighed the
         cost, particularly since the costs of issuing its securities did not
         impair the Company's cash flows since such costs did not involve the
         outlay of Company funds.  The Company is negotiating an extension on
         this loan.


                                         F-20
<PAGE>

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Cont'd)

         LIQUIDITY AND CAPITAL RESOURCES

         THREE MONTHS ENDED MARCH 31, 1997 AS COMPARED TO THE THREE MONTHS
         ENDED MARCH 31, 1996

         At March 31, 1997 and December 31, 1996, the Company had working
         capital of $1,274,912 and a working capital of $1,082,613,
         respectively.  The $192,299 net increase in working capital for the
         three months ended March 31, 1997 as compared to the year ending
         December 31, 1996 is the result of the Company raising $600,000 from
         the exercise of warrants during March 1997.  These funds were used to
         supplement the Company's working capital.

         For the three months ended March 31, 1997 and 1996, the Company used
         cash for operations of $337,507 and $161,561, respectively, resulting
         in increased use of cash for operations by $175,946.  The net increase
         for the three months ended March 31, 1997 is the result of loss from
         operations amounting to $269,078 as compared to the loss from
         operations for the three months ended March 31, 1996 of $194,039.  As
         noted previously, the Company's sales for the three months ended March
         31, 1997 were $106,961 less than the March 31, 1996 period,
         principally from the BFM division.  Additionally, the Company changed
         its amortization policy for computer system product development costs
         effective January 1, 1996 resulting in additional non-cash charge to
         operation of $125,745  for the three months ended March 31, 1996.  The
         Company increased its development costs expenditures by $104,000 for
         its new subsidiary, MC Inc. for the three months ended March 31, 1997
         as compared to the three months ended March 31, 1996.  The effect of
         these items net of the non-cash charge to the March 31, 1996
         operations for additional amortization resulting from the change in
         the Company's amortization policy, increased the loss from operations
         by $210,961.

         For the three months ended March 31, 1997 and  1996 cash used by
         investing activities amounted to $131,668 and $22,119, respectively,
         or a net increase in use of cash of $109,549.  The increased use in
         cash for investing activities for the three months ended March 31,
         1997 was attributable to the following: (i) purchase of equipment and
         fixtures amounting to $32,973, (ii) $36,576 increase in database
         development costs and (iii) costs incurred in organizing memory
         centers amounting to approximately $40,000.   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 three
         months ended March 31, 1997 purchased equipment and incurred
         organization costs amounting to approximately $72,000 principally for
         its new subsidiary MC Inc.  The organization costs expenditures were
         in connection with future operating sites, legal documentation etc.

         For the three months ended March 31, 1997 and 1996 cash provided by 
         financing activities amounted to $494,237 and $139,711, 
         respectively. For the three months ended March 31, 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 
         333,000 shares of common stock for $133,333 to foreign investors 
         utilizing regulations "S".  Furthermore, during the three months 
         ended March 31, 1996 the company repaid a line of credit which 
         amounted to $50,000.  The Company incurred costs for the three 
         months ended March 31, 1997 and 1996 amounting to $85,876 and 
         $25,046, respectively, in connection with registering shares of 
         common stock and warrants pursuant to contractual obligations with 
         certain stockholders.  At March 31, 1997 and 1996, the company 
         accrued $3,750 of dividends for Series 1 preferred stock as required 
         under terms of the preferred stock.

                                         F-21
<PAGE>

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Cont'd)

         LIQUIDITY AND CAPITAL RESOURCES (Cont'd)

         THREE MONTHS ENDED MARCH 31, 1997 AS COMPARED TO THE THREE MONTHS
         ENDED MARCH 31, 1996 (Cont'd)

         At March 31, 1997 the Company's outstanding debt with respect to
         borrowings amounted to $870,314.  The Company expects to repay, and in
         some cases is obligated to repay, such debt from the first proceeds
         received upon the exercise of the Class B and C Warrants.  If such
         proceeds are insufficient, the Company expects to be able to make
         repayments from internally generated funds or additional public or
         private sales of its securities.

         MANAGEMENTS'S PLAN

         Since 1974, the Company has conducted a series of research programs
         and studies on memory-enhancing drugs.  In these programs, a series of
         tests have been used which may assist in the establishment of the
         cause and degree of memory disturbances.  Furthermore, the Company
         provides telephonic services to assist in diagnosis of brain
         disorders.  These services were enhanced with new hardware and
         software.  The Company has been developing tele-neuropsychiartry
         systems to be applied in multinational clinical trials.  The existing
         hardware/software for these systems was also modified to assist in the
         diagnosis of memory disturbances.  The Company also has databases that
         contain data from patients in several diagnostic categories and from
         the computer-analyzed EEG (CEEG-Registered Trademark-) profiles of
         numerous neuropsychiatric medications.  The databases related to
         memory disturbances (e.g., age-associated memory disturbance and
         different types of dementia, such as Alzheimer's) and to memory drugs
         (e.g., cognitive activators, psychostimulants, anti-Alzheimers' drugs)
         were prepared to assist doctors in the diagnosis and treatment of
         memory disturbances.

         All of this work set the stage to form a wholly-owned subsidiary,  
         MC Inc.  To test the validity and reliability of the Company's
         proprietary hardware and software in day to day practice and to 
         provide multi-disciplinary diagnostic and therapeutic help for 
         people who suffer from memory impairment, the Company has 
         established two "Memory Centers (TM)" in collaboration with 
         Manhattan Westchester Medical Services, P.C. in New York City, and 
         Tarrytown, New York as pilot centers.  The Company intends to have 5 
         to 10 Memory Centers opened by the calendar year end 1997.  These 
         centers are to be operated under expert medical supervision which 
         will include up-to-date diagnostic tools so as to provide the best 
         available treatment.  In January 1997, the Company hired an 
         experienced executive as President and CEO of Memory Centers, Inc.

         The intended development of these Memory Centers (TM) 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 estimates 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.


                                         F-22
<PAGE>

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Cont'd)

         MANAGEMENTS'S PLAN (Cont'd)

         During December 1996, the Company completed a private placement of its
         securities which provided $2,001,618.  Approximately 75% of the
         proceeds of this private placement are intended to be used for the
         initial development and expansion of Memory Centers (TM), including
         advertising, working capital and new management.  In addition, the
         Company has earmarked approximately $200,000 of the $600,000 raised
         from the exercise of Warrants in March 1997.  The balance of the funds
         are intended to be used to enhance management of the Company and to
         promote the products and services for HZI.  The Company intends to set
         up 100 centers within the next 5 years if the pilot program is
         successful and only if additional capital can be raised.  Long term
         capital requirements for these centers based on the same assumptions
         as set forth 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 with other
         Companies.  No assurance can be given that such capital will be raised
         or that 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 CNS 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 this 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.  Management believes that this recent
         significant support by the Company's largest customer will have a
         positive effect on future business.  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 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 areas 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.

         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
         $70,000, which funds will be derived from currently available working
         capital raised in a recent private offering.


                                         F-23
<PAGE>

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Cont'd)

         MANAGEMENTS'S PLAN (Cont'd)

         The Company will meet its future cash requirements for its general
         corporate overhead and its HZI operations for at least the next twelve
         months through cash flow from operations based on its current contract
         backlog amounting to $536,000 at March 31, 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.

         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.

         CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

         The Private Securities Litigation Reform Act of 1995 ("Act") 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 environment 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.





                                         F-24
<PAGE>


                             PART II - OTHER INFORMATION


ITEM 1 - Legal Proceedings:

    None

ITEM 2 - Changes in Securities:

    None

ITEM 3 - Defaults Upon Senior Securities:

    None

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

    None

ITEM 5 - Other Information:

    None

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

    a)   Exhibits

         None

    b)   Reports on Form 8-K

         None






                                         F-25
<PAGE>

                                      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:  May 23, 1997                     By: /s/  Aileen A.  Kunitz
      ------------                     ----------------------------------------
                                       Aileen A.  Kunitz
                                       Vice President & Chief Financial Officer