<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          June 30, 2000
                               -----------------------------------

                                       or

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

For the transition period from                                    to
                               ----------------------------------

Commission File Number:                33-2205-D
                        -----------------------------------------

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

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

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

                                 (914) 345-2057
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


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

Check whether the issuer (1) has filed all reports required to be filed by
section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
                                                              Yes /xx/  No /  /

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: 11,731,672 shares as of July 31, 2000.

Transitional Small Business Disclosure Format (Check one):
                                                              Yes /  /  No /xx/

<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



PART 1 -      FINANCIAL INFORMATION:

ITEM I - CONSOLIDATED FINANCIAL STATEMENTS

                                                                           Page
                                                                          number
                                                                          ------

         Consolidated Balance Sheets at June 30, 2000 (unaudited)
         and December 31, 1999                                               1

         Consolidated Statements of Operations (unaudited)
         for the three months ended June 30, 2000 and 1999                   2

         Consolidated Statements of Operations (unaudited)
         for the six months ended June 30, 2000 and 1999                     3

         Consolidated Statement of Stockholders' Equity (unaudited)
         for the six months ended June 30, 2000                              4

         Consolidated Statements of Cash Flows (unaudited)
         for the six months ended June 30, 2000 and 1999                     5

         Notes to consolidated financial statements                          6

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS                                10

PART II - OTHER INFORMATION                                                 13

<PAGE>

                                     PART I

Item 1. Consolidated Financial Statements

                        NEUROCORP, LTD. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                      JUNE 30, 2000 AND DECEMBER 31, 1999

<TABLE>
<CAPTION>

                                     ASSETS

                                                                                     2000            1999
                                                                                 ------------    ------------
                                                                                  (Unaudited)
<S>                                                                             <C>             <C>
CURRENT ASSETS
      Cash and cash equivalents                                                  $    348,419    $  1,003,180
      Accounts receivable, net of allowance for doubtful
       accounts of $14,000 in 2000 and $37,600 in 1999                                 60,953          38,352
      Prepaid expenses and other current assets                                        28,643          52,742
                                                                                 ------------    ------------
                    Total current assets                                              438,015       1,094,274
                                                                                 ------------    ------------

PROPERTY AND EQUIPMENT, net                                                           587,825         625,462

OTHER ASSETS                                                                           22,320          24,750
                                                                                 ------------    ------------
                                                                                 $  1,048,160    $  1,744,486
                                                                                 ============    ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Accounts payable                                                           $    206,006    $    307,201
      Accrued expenses                                                                161,000         199,401
      Deferred revenue                                                                  2,705          38,980
      Current portion of obligation under capital lease                                 3,176           3,309
      Stockholder demand notes payable                                                300,000         300,000
                                                                                 ------------    ------------
                    Total current liabilities                                         672,887         848,891
                                                                                 ------------    ------------

OBLIGATION UNDER CAPITAL LEASE, less current portion                                    4,549           5,773

STOCKHOLDERS' EQUITY
      Cumulative, convertible preferred stock, Class B, Series C,
        $.001 par value, 20,000,000 shares authorized                                  17,314          17,071
      Cumulative, non-convertible preferred stock, Class B, Series 1,
        no par value, 5,000,000 shares authorized                                     150,000         150,000
      Common stock, $.001 par value, 100,000,000 shares authorized                     11,731          11,731
      Additional paid-in-capital                                                   11,142,676      11,150,419
      Deficit                                                                     (10,950,997)    (10,439,399)
                                                                                 ------------    ------------
                                                                                      370,724         889,822
                                                                                 ------------    ------------
                                                                                 $  1,048,160    $  1,744,486
                                                                                 ============    ============

</TABLE>


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


                                      -1-
<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
                                  (Unaudited)


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

NET SALES                                        $    193,081      $    150,827

COST OF SALES                                          15,987            42,081
                                                 ------------      ------------

          Gross profit                                177,094           108,746

GENERAL AND ADMINISTRATIVE EXPENSES                   466,171           513,031
                                                 ------------      ------------

          Loss from operations                       (289,077)         (404,285)

OTHER INCOME (EXPENSE)
     Interest income                                    3,663             4,575
     Other Income                                        --               2,516
     Interest expense                                  (3,162)           (6,229)
                                                 ------------      ------------
                                                          501               862
                                                 ------------      ------------

          Net loss                               $   (288,576)     $   (403,423)
                                                 ============      ============

LOSS PER COMMON SHARE                            $      (0.02)     $      (0.04)
                                                 ============      ============

WEIGHTED AVERAGE SHARES OUTSTANDING                11,731,672        11,230,605
                                                 ============      ============


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


                                      -2-
<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
                                  (Unaudited)


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

NET SALES                                        $    433,304      $    198,783

COST OF SALES                                          80,919            94,801
                                                 ------------      ------------

          Gross profit                                352,385           103,982

GENERAL AND ADMINISTRATIVE EXPENSES                   867,299         1,094,169
                                                 ------------      ------------

          Loss from operations                       (514,914)         (990,187)

OTHER INCOME (EXPENSE)
     Interest income                                   10,070             5,827
     Other Income                                        --               2,516
     Interest expense                                  (6,754)          (10,857)
                                                 ------------      ------------
                                                        3,316            (2,514)
                                                 ------------      ------------

          Net loss                               $   (511,598)     $   (992,701)
                                                 ============      ============

LOSS PER COMMON SHARE                            $      (0.04)     $      (0.09)
                                                 ============      ============

WEIGHTED AVERAGE SHARES OUTSTANDING                11,731,672        11,230,605
                                                 ============      ============


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


                                      -3-
<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                     FOR THE SIX MONTHS ENDED JUNE 30, 2000
                                  (Unaudited)

<TABLE>
<CAPTION>

                                  Preferred Stock                Preferred Stock
                                 Class B, Series C              Class B, Series 1               Common Stock            Additional
                             ---------------------------   ---------------------------   ---------------------------     Paid-in-
                                Shares         Amount         Shares         Amount         Shares         Amount        Capital
                             ------------   ------------   ------------   ------------   ------------   ------------   ------------

<S>                         <C>            <C>            <C>            <C>            <C>            <C>            <C>
Balance, December 31, 1999     17,071,593   $     17,071        150,000   $    150,000     11,731,672   $     11,731   $ 11,150,419

Preferred stock dividends         243,047            243           --             --             --             --           (7,743)

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

Balance, June 30, 2000         17,314,640   $     17,314        150,000   $    150,000     11,731,672   $     11,731   $ 11,142,676
                             ============   ============   ============   ============   ============   ============   ============

<CAPTION>

                                                Total
                                             Stockholders'
                               Deficit          Equity
                             ------------    ------------

<S>                         <C>             <C>
Balance, December 31, 1999   $(10,439,399)   $    889,822

Preferred stock dividends                          (7,500)

Net loss                         (511,598)       (511,598)
                             ------------    ------------

Balance, June 30, 2000       $(10,950,997)   $    370,724
                             ============    ============

</TABLE>


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


                                      -4-
<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE SIX MONTHS ENDED JUNE, 2000 AND 1999
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                                          2000           1999
                                                                       -----------    -----------
<S>                                                                   <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                          $  (511,598)   $  (992,701)
     Adjustments to reconcile net loss to net
       cash used in operating activities:
        Depreciation and amortization                                       41,696         41,381
        Bad debt (recoveries) expense                                       (5,412)         2,659
        Changes in operating assets and liabilities:
           Increase in accounts receivable                                 (17,189)       (48,837)
           Decrease (increase) in prepaid expenses and
              other current assets                                          24,099            (46)
           Decrease (increase) in other assets                               2,430         (3,436)
           Decrease in accrued expenses                                    (45,901)       (10,595)
           Decrease (increase) in deferred revenue                         (36,275)         8,400
           Decrease in accounts payable                                   (101,195)       (74,941)
                                                                       -----------    -----------
                 Net cash used in operating activities                    (649,345)    (1,078,116)
                                                                       -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of property and equipment                                    (4,059)        (4,235)
                                                                       -----------    -----------
                 Net cash used in investing activities                      (4,059)        (4,235)
                                                                       -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from issuance of stock                                          --        1,131,400
     Payments on obligations under capital lease                            (1,357)          --
                                                                       -----------    -----------
                 Net cash (used in)/provided by financing activities        (1,357)     1,131,400
                                                                       -----------    -----------

NET INCREASE (DECREASE) IN CASH                                           (654,761)        49,049

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

CASH AND CASH EQUIVALENTS, end of period                               $   348,419    $   844,788
                                                                       ===========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid during the year for:
           Interest                                                    $     2,254    $     6,357
           Income taxes                                                      3,471          3,118
NON CASH INVESTING AND FINANCING ACTIVITIES
           Preferred stock dividends                                         7,500          7,500

</TABLE>


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


                                      -5-
<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
                                   (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  BASIS OF PRESENTATION

                  The interim consolidated financial statements for the six
                  months ended June 30, 2000 and 1999 have been prepared by
                  NeuroCorp, Ltd. and subsidiaries (the "Company") pursuant to
                  the rules and regulations of the Securities and Exchange
                  Commission (the "SEC") for interim financial reporting. These
                  consolidated statements are unaudited and, in the opinion of
                  management, include all adjustments (consisting only of normal
                  recurring accruals) and disclosures necessary to present
                  fairly the consolidated balance sheets, consolidated
                  statements of operations, consolidated statement of changes in
                  stockholders' equity and consolidated statement of cash flows
                  for the periods presented in accordance with generally
                  accepted accounting principles. Certain information and
                  footnote disclosures normally included in the financial
                  statements prepared in accordance with generally accepted
                  accounting principles have been omitted in accordance with the
                  rules and regulations of the SEC. These consolidated financial
                  statements should be read in conjunction with the audited
                  consolidated financial statements, and accompanying notes,
                  included in the Company's Annual Report on Form 10-KSB for the
                  year ended December 31, 1999.

                  CONSOLIDATION

                  The consolidated financial statements include the accounts of
                  NeuroCorp, Ltd. (NeuroCorp), and its wholly-owned
                  subsidiaries, HZI Research Center, Inc.(HZI) and Memory
                  Centers of America, Inc. (MCAI). All material intercompany
                  balances and transactions have been eliminated in
                  consolidation.

                  NATURE OF OPERATIONS

                  The Company has developed software programs that are used to
                  treat individuals suffering from memory disorders. The Company
                  is marketing these programs with other products and services,
                  which are packaged and licensed to customers. The Company
                  performs clinical research data analysis for health agencies,
                  research organizations, and pharmaceutical companies. In
                  addition, as an outgrowth of its research activities, the
                  Company also designs diagnostic testing software and equipment
                  for neuropsychiatric applications and performs neurological
                  testing services for hospitals and physicians. The Company
                  also manages a facility that diagnoses and treats memory
                  disorders and provides education and consultation to
                  individuals who suffer from memory impairment.

                  USE OF ESTIMATES

                  The preparation of consolidated financial statements in
                  conformity with generally accepted accounting principles
                  requires management to make estimates and assumptions that
                  affect the reported amounts and disclosures in the
                  consolidated financial statements. Actual results could differ
                  from those estimates.


                                      -6-
<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
                                   (UNAUDITED)


                  EARNINGS PER COMMON SHARE

                  The Company accounts for earnings per share in accordance with
                  Statement of Financial Accounting Standards (SFAS) No. 128,
                  "Earnings Per Share". Net loss per common share was computed
                  based upon 11,731,672 and 11,230,605 weighted average shares
                  outstanding during the six months ended June 30, 2000 and
                  1999, respectively. Diluted net loss per share was not
                  presented as the potentially dilutive convertible preferred
                  stock and stock purchase options are antidilutive.

                  SEGMENT INFORMATION

                  Statement of Financial Accounting Standards (SFAS) No. 131,
                  "Disclosures About Segments of an Enterprise and Related
                  Information," was issued effective for fiscal years ending
                  after December 15, 1998. The Company measures its operations
                  on a consolidated basis and, therefore, has not adopted the
                  reporting requirements of this Statement.

NOTE 2 - CONCENTRATIONS OF CREDIT RISK

                  For the six months ended June 30, 2000 and 1999,
                  approximately 72% and 65% of net sales were derived from
                  three and three unrelated customers, respectively. As of
                  June 30, 2000 and December 31, 1999, approximately 86% and
                  74% of accounts receivable are due from five and four
                  unrelated customers, respectively.

NOTE 3 - PROPERTY AND EQUIPMENT

                  A summary of property and equipment is as follows:

                                                         June 30,       December
                                                          2000         31, 1999
                                                        --------       ---------
                  Equipment                             $327,573        $323,511
                  Furniture and fixtures                 212,466         212,466
                  Leasehold improvements                 171,365         171,365
                  Land                                   102,000         102,000
                                                         -------         -------
                                                         813,404         809,342
                  Less: accumulated depreciation
                        and amortization                 225,579         183,880
                                                        --------        --------
                                                        $587,825        $625,462
                                                        ========        ========

                  Depreciation and amortization expense totaled $41,696 and
                  $41,381 for the six months ended June 30, 2000 and 1999,
                  respectively.

NOTE 4 - COMMITMENTS AND CONTINGENCIES

                  OPERATING LEASES

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

                  A schedule of future minimum rental payments is as follows:


                                      -7-
<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
                                   (UNAUDITED)

                  Year ended December 31,
                  -----------------------
                           2000                                    $ 130,647
                           2001                                      137,438
                           2002                                      130,274
                           2003                                       80,000
                                                                   ---------
                                                                   $ 478,359
                                                                   =========

                  Rent expense under all operating leases for the six months
                  ended June 30, 2000 and 1999 was $71,279 and $101,326,
                  respectively.

                  OBLIGATIONS UNDER CAPITAL LEASE

                  The Company has entered into a lease agreement for computer
                  equipment under a noncancellable lease. The lease is for three
                  years and contains a purchase option equal to the fair market
                  value at the end of the lease. The equipment cost is $9,867
                  and the amount financed totals $9,867 with interest payable at
                  12%. At June 30, 2000 accumulated amortization totals $1,477.

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

                  Year ending December 31,
                  ------------------------
                            2000                                     $3,309
                            2001                                      3,595
                            2002                                      2,178
                                                                    -------
                                                                     $9,082
                                                                    =======


NOTE 5 - STOCKHOLDER DEMAND NOTES PAYABLE

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

                  As of June 30, 2000, the above loans remain outstanding
                  without extension.

NOTE 6 - GOING CONCERN

                  The accompanying consolidated financial statements have been
                  prepared assuming that the Company will continue as a going
                  concern. The Company's ability to continue as a going concern
                  is currently dependent on its ability to successfully attain
                  profitability and positive cash flows from operations as well
                  as obtain capital or other financing to fund future losses and
                  intended expansion. These conditions indicate that the Company
                  may be unable to continue as a going concern. The consolidated
                  financial statements do not include adjustments that might
                  result from the outcome of this uncertainty. Management's
                  plans to mitigate the Company's financial problems are
                  outlined below.

                  The Company is continuing its ongoing marketing efforts to
                  generate Memory Center clients and obtain contracts for its
                  contract research division and has implemented several


                                      -8-
<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
                                   (UNAUDITED)

                  measures to reduce current expenses. Further reductions in
                  monthly expenses beyond current levels could have adverse
                  effects on the Company's ability to function as further
                  reductions would most likely occur in payroll costs which
                  could hamper the ability of the Company to develop and market
                  products and service customers. The Company expects that with
                  current cash and projected cash from operations there will be
                  sufficient cash available to fund its working capital
                  requirements for the next two to three months.

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

                  The Company is pursuing a marketing strategy intended to
                  create awareness of Memory Centers and its services to
                  potential patients and large existing healthcare providers
                  such as, multi-specialty physician groups, hospital
                  consortiums, and large assisted living center organizations.

                  The Company anticipates the Memory Center business to generate
                  significant revenue growth and cash flows and also expects the
                  contract research division to produce revenues and cash flows
                  sufficient to support the Company's overhead in the short
                  term.

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

                  The Company is negotiating with its two largest shareholders
                  for additional funding. It is anticipated that the financing
                  will consist of short-term convertible debt in the amount of
                  approximately $600,000, secured by the assets of the Company.
                  The proceeds will be used to fund the Company's current
                  working capital requirements. The Company anticipates
                  completing this financing not later than September 30, 2000.


                                      -9-
<PAGE>

                  Cautionary Statement Regarding Forward Looking Information

                  The Private Securities Litigation Reform Act of 1995 provides
                  a safe harbor for forward-looking information made on behalf
                  of the Company. Certain statements in this quarterly report on
                  Form 10-QSB are "forward-looking statements". These
                  forward-looking statements include, but are not limited to,
                  statements about our plans, objectives, expectations and
                  intentions and other statements contained in the annual report
                  on Form 10-KSB for the year ended December 31, 1999 and this
                  current report that are not historical facts. When used in
                  this annual report, the words "expect," "anticipate,"
                  "intend," "plan," "believe," "seek," "estimate," and similar
                  expressions are generally intended to identify forward-looking
                  statements. Because these forward-looking statements involve
                  risks and uncertainties, there are important factors that
                  could cause actual results to differ materially from those
                  expressed or implied by these forward-looking statements,
                  including our plans, objectives, expectations, and intentions
                  and other factors discussed in this report. We assume no
                  obligation to update such forward-looking statements

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

                  RESULTS OF OPERATIONS

                  THREE MONTHS ENDED JUNE 30, 2000 AND 1999

                  The Company reported a net loss of $288,576 for the three
                  months ended June 30, 2000 as compared to a net loss of
                  $403,423 for the three months ended June 30, 1999.

                  Revenues for the three months ended June 30, 2000 and 1999
                  amounted to $193,081 and $150,827 respectively. Revenues
                  increased by $42,254 or 28% for the three months ended June
                  30, 2000 as compared to the three months ended June 30, 1999.
                  Gross profit for the three months ended June 30, 2000 and 1999
                  amounted to $177,094 and $108,746, respectively or a net
                  increase of $68,348.

                  The increase in sales and gross profit is due to an increase
                  in contract research work for HZI. For the three months ended
                  June 30, 2000 HZI contributed $91,710 in revenues as compared
                  to $12,098 for the three months ended June 30, 1999.

                  General and administrative expenses for the three months ended
                  June 30, 2000 were $466,171 as compared to the three months
                  ended June 30, 1999 of $513,031 or a decrease of $46,860 or
                  9%. The decrease in general and administrative expenses for
                  the three months ended June 30, 2000 is due to a Company
                  restructuring which included a reduction in facility leases,
                  employee staffing and other cost reduction strategies. General
                  and administration expenses include overhead, administration
                  salaries, selling and consulting costs.

                  Interest income for the three months ended June 30, 2000 and
                  1999 amounted to $3,663 and $4,575, respectively, a decrease
                  of $912. Interest expense for the three months ended June 30,
                  2000 and 1999 amounted to $3,162 and $6,229, respectively, a
                  decrease of $3,067

                  SIX MONTHS ENDED JUNE 30, 2000 AND 1999

                  The Company reported a net loss of $511,598 for the six months
                  ended June 30, 2000 as compared to a net loss of $992,701 for
                  the six months ended June 30, 1999.


                                      -10-
<PAGE>

                  Revenues for the six months ended June 30, 2000 and 1999
                  amounted to $433,304 and $198,783 respectively. Revenues
                  increased by $234,521 or 118% for the six months ended June
                  30, 2000 as compared to the six months ended June 30, 1999.
                  Gross profit for the six months ended June 30, 2000 and 1999
                  amounted to$352,385 and $103,982, respectively or a net
                  increase of $248,403.

                  The increase in sales and gross profit is attributable to the
                  Company focusing its efforts on developing the Memory Center
                  business and increased contract research work by HZI. For the
                  six months ended June 30, 2000 MCAI sold and installed two
                  Memory Center systems and contributed $155,462 in revenues as
                  compared to $35,546 for the six months ended June 30, 1999.
                  The Company also realized $150,880 from consulting contracts
                  for the six months ended June 30, 2000 as compared to $110,333
                  for the six months ended June 30, 1999. For the six months
                  ended June 30, 2000 HZI contributed $126,962 in revenues as
                  compared to $26,764 for the three months ended June 30, 1999.

                  General and administrative expenses for the six months ended
                  June 30, 2000 were $867,299 as compared to the six months
                  ended June 30, 1999 of $1,094,169 or a decrease of $226,870 or
                  21%. The decrease in general and administrative expenses for
                  the six months ended June 30, 2000 is primarily due to a
                  Company restructuring which included a reduction in employee
                  staffing and other cost reduction strategies.

                  Interest income for the six months ended June 30, 2000 and
                  1999 amounted to $10,070 and $5,827, respectively, an increase
                  of $4,243. Interest expense for the six months ended June 30,
                  2000 and 1999 amounted to $6,754 and $10,857, respectively, a
                  decrease of $4,103.

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


                  LIQUIDITY AND CAPITAL RESOURCES

                  At June 30 2000 the Company had negative working capital of
                  $234,872 and at December 31, 1999 working capital of $245,383,
                  respectively. The Company's cash balance at June 30, 2000 and
                  December 31, 1999 amounted to $348,419 and $1,003,180,
                  respectively. The Company's net accounts receivable amounted
                  to $60,953 at June 30, 2000 and $38,352 at December 31, 1999,
                  an increase of $22,601. Prepaid expenses and other current
                  assets at June 30, 2000 and December 31, 1999 amounted to
                  $28,643 and $52,742, respectively, a decrease of 24,099.

                  As of June 30, 2000 and December 31, 1999 current liabilities
                  amounted to $672,887 and $848,891, respectively, a decrease of
                  $176,004. Included in these amounts is $300,000 in stockholder
                  demand notes payable. These demand notes payable were due
                  December 15, 1998. The Company has not made any payments
                  against the loans.

                  For the six months ended June 30, 2000 and 1999, the Company
                  used cash for operations of $649,345 and $1,078,116
                  respectively, resulting in decreased use of cash for
                  operations by $428,771.

                  For the six months ended June 30, 2000 and 1999 cash used by
                  investing activities amounted to $4,059 and $4,235,
                  respectively, or a net decrease in use of cash of $176.


                                      -11-
<PAGE>

                  For the six months ended June 30, 2000 net cash used in
                  financing activities amounted to $1,357 as compared to the six
                  months ended June 30, 1999 net cash provided by financing
                  activities of $1,131,400, respectively. For the six months
                  ended June 30, 1999, 6,400 shares were issued in connection
                  with exercise of 6,400 warrants and 16,200,000 shares of the
                  Class B, Series C preferred stock and 500,000 shares of common
                  stock were issued

                  MANAGEMENT'S PLAN

                  The Company is continuing its ongoing marketing efforts to
                  generate Memory Center clients and obtain contracts for its
                  contract research division and has implemented several
                  measures to reduce current expenses. Further reductions in
                  monthly expenses beyond current levels could have adverse
                  effects on the Company's ability to function as further
                  reductions would most likely occur in payroll costs which
                  could hamper the ability of the Company to develop and market
                  products and service customers. The Company expects that with
                  current cash and projected cash from operations there will be
                  sufficient cash available to fund its working capital
                  requirements for the next two to three months.

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

                  The Company is pursuing a marketing strategy intended to
                  create awareness of Memory Centers and its services to
                  potential patients and large existing healthcare providers
                  such as, multi-specialty physician groups, hospital
                  consortiums, and large assisted living center organizations.

                  The Company anticipates the Memory Center business to generate
                  significant revenue growth and cash flows and also expects the
                  contract research division to produce revenues and cash flows
                  sufficient to support the Company's overhead in the short
                  term.

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

                  The Company is negotiating with its two largest shareholders
                  for additional funding. It is anticipated that the financing
                  will consist of short-term convertible debt in the amount of
                  approximately $600,000, secured by the assets of the Company.
                  The proceeds will be used to fund the Company's current
                  working capital requirements. The Company anticipates
                  completing this financing not later than September 30, 2000.


                                      -12-
<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


                                      -13-
<PAGE>

                                   SIGNATURES



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



                                NEUROCORP, LTD.  (Registrant)


Dated: September 7, 2000


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

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