<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 20, 1999
-------------------------------
NeuroCorp., Ltd
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Nevada 33 2205 D 87-0446395
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
150 White Plains Road, Tarrytown, New York 10591
- --------------------------------------------------------------------------------
(Address of Principal Executive Officers)
Registrant's telephone number, including area code (914) 631-3316
-----------------------------
<PAGE>
Item 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
I. (a) By letters dated January 20, 1999, Scarano and Tomaro, P.C.
advised the Registrant that (i) they declined to stand for reelection as the
Registrant's independent auditors and (ii) that effective January 20, 1999 they
no longer serve as independent auditors of record for the Registrant. Scarano &
Tomaro P.C., previously served as Registrant's independent auditors and reported
on Registrant's fiscal years ending December 31, 1996 and 1997.
(b) Scarano & Tomaro, P.C.'s report on Registrant's financial
statements for the year ending December 31, 1997 contained a "going concern"
qualification.
(c) While the Audit Committee of the Board of Directors of Registrant
was considering a change of independent auditors it had not yet taken any such
action at the time Scarano & Tomaro P.C.'s letters were received.
(d) During the Registrant's two most recent fiscal years and any
subsequent interim periods preceding their resignation, there was no
disagreement with Scarano & Tomaro, P.C. on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreement, if not resolved to the satisfaction of Scarano & Tomaro,
P.C., would have caused them to make a reference to the subject matter of the
disagreement in connection with their report.
(e) During the Registrant's two most recent fiscal years and subsequent
interim period preceding Scarano & Tomaro, P.C.'s resignation, none of the
events described in Regulation S-K, Item 304(a)(1)(v)(A)-(D) occurred.
(f) On January 25, 1999, with the approval of the Audit Committee, the
Registrant retained DiSanto Bertoline & Company, P.C., 628 Hebron Avenue,
Building #3, Glastonbury, Connecticut 06033-2496, as its new independent
auditors. During the Registrant's two most recent fiscal years and any
subsequent interim period preceding Scarano & Tomaro, P.C.'s resignation,
neither the Registrant nor anyone acting on its behalf consulted DiSanto
Bertoline & Company, P.C. with respect to any of the matters described in
Regulation S-K, Item 304(a)(2)(i) and (ii).
II. The Registrant has provided copies of this Form 8-K to its former
auditors so that they may report to the Commission in the event they disagree
with any of the information contained in this Form 8-K with respect to them and
a copy of their response is annexed hereto as Exhibit 10(o).
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Number:
10(o) Response Letter from Scarano & Tomaro, P.C.
<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.
Dated: March 10, 1999 By: /s/ Vernon L. Wells
-----------------------------------
Vernon L. Wells, President and CEO
<PAGE>
INDEX OF EXHIBITS
EXHIBIT NUMBER:
10(o) Response Letter from Scarano & Tomaro, P.C.
<PAGE>
Exhibit 10(o)
[SCARANO & TOMARO, P.C. LETTERHEAD]
March 10, 1999
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: NeuroCorp., Ltd.
File Ref. No. 33-14042-NY
We were previously the independent auditors for NeuroCorp., Ltd. Under the date
of April 14, 1998, we reported on the consolidated financial statements of
NeuroCorp., Ltd. and subsidiaries as of December 31, 1997, and for each of the
years in the two-year period then ended. On January 20, 1999, our engagement was
terminated. We have read the statements included under Item 4 of Form 8-K dated
March 10, 1999, of NeuroCorp., Ltd. and based on the following the respondent
agrees with such statements. Regarding disagreements and reportable events, the
respondent knows of no such matters but we suggest you contact Anthony Tomaro
directly who was the engagement partner at Scarano & Tomaro, P.C. relating to
the audits of NeuroCorp., Ltd.
Very truly yours,
/s/ Scarano & Tomaro, P.C.
- ----------------------------------
Scarano & Tomaro, P.C.
