<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[xx] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
-------------------------------------------------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________________ to
Commission File Number: 33-2205-D
--------------------------------------------------------
NeuroCorp., Ltd.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 22-2813990
- ------------------------ ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
45 Knollwood Road, Elmsford, New York 10523
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(914) 631-3315
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [ ] No [xx]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: 11,231,672 shares as of September 30,
1999.
<PAGE>
NEUROCORP, LTD. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PART 1 - FINANCIAL INFORMATION:
<TABLE>
<CAPTION>
ITEM I - FINANCIAL STATEMENTS Page
number
------
<S> <C> <C>
Consolidated Balance Sheets at March 31, 1999 (unaudited)
and December 31, 1998 1
Consolidated Statements of Operations (unaudited)
for the three months ended March 31, 1999 and 1998 2
Consolidated statement of Stockholders' Equity (unaudited)
for the three months ended March 31, 1999 3
Consolidated statements of cash flows (unaudited)
for the three months ended March 31, 1999 and 1998 4
Notes to consolidated financial statements 5 - 8
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 9 - 11
PART II - OTHER INFORMATION 11 - 13
</TABLE>
<PAGE>
NEUROCORP, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
(Unaudited)
March 31, December 31,
1999 1998
------------------ -------------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 180,499 $ 795,739
Accounts receivable, net 27,384 6,400
Prepaid expenses and other current assets 21,897 27,785
------------------ -------------------
Total current assets 229,780 829,924
------------------ -------------------
PROPERTY AND EQUIPMENT, net 564,739 583,974
OTHER ASSETS 145,162 145,162
------------------ -------------------
$ 939,681 $ 1,559,060
------------------ -------------------
------------------ -------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 519,869 $ 544,770
Accrued expenses 171,974 179,825
Stockholder demand notes payable 300,000 300,000
------------------ -------------------
Total current liabilities 991,843 1,024,595
------------------ -------------------
COMMITMENTS (Note 3) - -
STOCKHOLDERS' EQUITY
Cumulative, convertible preferred stock, Class B, Series C,
$.001 par value, 5,000,000 shares authorized 766 733
Cumulative, non-convertible preferred stock, Class B, Series 1,
no par value, 5,000,000 shares authorized 150,000 150,000
Common stock, $.001 par value, 100,000,000 shares authorized 11,231 11,225
Additional paid-in-capital 9,179,313 9,172,919
Deficit (9,393,472) (8,800,412)
------------------ -------------------
(52,162) 534,465
------------------ -------------------
$ 939,681 $ 1,559,060
------------------ -------------------
------------------ -------------------
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
-1-
<PAGE>
NEUROCORP, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS MARCH 31, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
------------------ ------------------
<S> <C> <C>
NET SALES $ 47,956 $ 165,414
COST OF SALES, including amortization expense
of $-0- and $67,373, respectively 52,721 125,339
------------------ ------------------
Gross profit (loss) (4,765) 40,075
GENERAL AND ADMINISTRATIVE EXPENSES 581,137 808,656
------------------ ------------------
Loss from operations (585,902) (768,581)
OTHER INCOME (EXPENSE)
Interest income 1,252 5,980
Interest expense (4,627) (10,701)
------------------ ------------------
(3,375) (4,721)
------------------ ------------------
Net loss $ (589,277) $ (773,302)
------------------ ------------------
------------------ ------------------
(LOSS) PER COMMON SHARE $ (0.05) $ (0.07)
------------------ ------------------
------------------ ------------------
WEIGHTED AVERAGE SHARES OUTSTANDING 11,229,539 10,813,806
------------------ ------------------
------------------ ------------------
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
-2-
<PAGE>
NEUROCORP, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Preferred Stock Preferred Stock
Class B, Series C Class B, Series 1
Shares Amount Shares Amount
-------------- ---------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Balance, December 31, 1998 733,333 $ 733 150,000 $ 150,000
Issuance of common stock in
connection with exercise of
stock option - - - -
Preferred stock dividends 32,500 33 - -
Net loss - - - -
-------------- ---------------- ---------------- -----------------
Balance, March 31, 1999 765,833 $ 766 150,000 $ 150,000
-------------- ---------------- ---------------- -----------------
-------------- ---------------- ---------------- -----------------
</TABLE>
<TABLE>
<CAPTION>
Additional Total
Common Stock Paid-in Stockholders'
Shares Amount Capital Deficit Equity
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1998 11,225,272 $ 11,225 $ 9,172,919 $(8,800,412) $ 534,465
Issuance of common stock in
connection with exercise of
stock option 6,400 6 6,394 -- 6,400
Preferred stock dividends -- -- -- (3,783) (3,750)
Net loss -- -- -- (589,277) (589,277)
----------- ----------- ----------- ----------- -----------
Balance, March 31, 1999 11,231,672 $ 11,231 $ 9,179,313 $(9,393,472) $ (52,162)
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
-3-
<PAGE>
NEUROCORP, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
-------------------- -------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (589,277) $ (773,302)
Adjustments to reconcile net loss to net
cash used in operating activities:
Bad debt expense (recovered) 3,000 (35,230)
Depreciation and amortization 20,665 90,493
Amortization of deferred financing costs - 6,832
Decrease (increase) in:
Accounts receivable (23,984) (82,619)
Prepaid expenses
other current assets 5,888 (20,949)
Inventories 486
Due from affiliates (4,714)
Increase (decrease) in:
Accounts payable (24,901) (191,351)
Accrued expenses (11,601) 62,932
Billings in excess of costs and estimated earnings
on uncompleted contracts - (18,920)
-------------------- -------------------
Net cash used in operating activities (620,210) (966,342)
-------------------- -------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capitalized database development costs (9,434)
Purchases of property and equipment (1,430) (63,864)
-------------------- -------------------
Net cash used in investing activities (1,430) (73,298)
-------------------- -------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of stock 6,400 -
-------------------- -------------------
Net cash provided by financing activities 6,400 -
-------------------- -------------------
NET DECREASE IN CASH (615,240) (1,039,640)
CASH AND CASH EQUIVALENTS, beginning of period 795,739 1,575,159
-------------------- -------------------
CASH AND CASH EQUIVALENTS, end of period $ 180,499 $ 535,519
-------------------- -------------------
-------------------- -------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ 4,627 $ 10,701
Income taxes 3,118 3,350
NON CASH INVESTING AND FINANCING ACTIVITIES
Issuance of preferred stock in lieu of dividend on
preferred stock 32,500 -
Accrued dividends 3,750 3,750
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
-4-
<PAGE>
NEUROCORP, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The interim consolidated financial statements for the three
months ended March 31, 1999 and 1998 has been prepared by
NeuroCorp, Ltd. (the "Company") pursuant to the rules and
regulations of the Securities and Exchange Commission (the
"SEC") for interim financial reporting. These consolidated
statements are unaudited and, in the opinion of management,
include all adjustments (consisting only of normal recurring
accruals) and disclosures necessary to present fairly the
consolidated balance sheets, consolidated results of
operations and consolidated cash flows for the periods
presented in accordance with generally accepted accounting
principles. Certain information and footnote disclosures
normally included in financial statements prepared in
accordance with generally accepted accounting principles have
been omitted in accordance with the rules and regulations of
the SEC. These consolidated financial statements should be
read in conjunction with the audited consolidated financial
statements, and accompanying notes, included the Company's
Annual Report on Form 10-K for the period ended December 31,
1998.
CONSOLIDATION
The consolidated financial statements include the accounts of
NeuroCorp, Ltd. (NeuroCorp), and its wholly-owned
subsidiaries, HZI Research Center, Inc. (HZI) and Memory
Centers of America, Inc. (MCAI). Telemap, Inc. is a
wholly-owned subsidiary of HZI and has no material operations.
All material intercompany balances and transactions have been
eliminated in consolidation.
NATURE OF OPERATIONS
The Company performs clinical research data analysis for
health agencies, research organizations, and pharmaceutical
companies and manages a facility, which diagnoses and treats
memory disorders and provides education and consultation to
individuals who suffer from memory impairment. In addition, as
an outgrowth of its research activities, the Company also
designs diagnostic testing software and equipment for
neuropsychiatric applications and performs neurological
testing services for hospitals and physicians.
CHANGE IN REPORTING ENTITY
New York Institute for Medical Research, Inc. (NYI) is a
not-for-profit private foundation that in prior years' was
controlled by board members that also controlled NeuroCorp.
During 1998, the composition of NeuroCorp's board members
changed resulting in the deconsolidation of NYI. All prior
periods have been restated to reflect this change in reporting
entity.
USE OF ESTIMATES
The preparation of consolidated financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date
of the consolidated financial statements, and the reported
amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
5
<PAGE>
NEUROCORP, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
EARNINGS PER COMMON SHARE
For the three months ended March 31, 1999 and 1998, 765,833
and 0 shares respectively, of the Class B Series C convertible
preferred stock and 313,333 and 0 options were excluded from
the calculations, as their effect would have been antidutive.
NOTE 2 - GOING CONCERN
The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern. The Company's ability to continue as a going concern
is currently dependent on its ability to successfully attain
profitability and positive cash flows from operations as well
as obtain capital or other financing to fund future losses.
These factors raise substantial doubt about the Company's
ability to continue as a going concern. The financial
statements do not include adjustments relating to the
recoverability and realization of assets and classification of
liabilities that might be necessary should the Company be
unable to continue as a going concern.
Management's plans to mitigate the Company's financial
problems are outlined below.
In May 1999, the Company completed an interim financing
agreement with Pioneer Ventures Associates Limited Partnership
and Lancer Management Group LLC. The Company received proceeds
of $100,000 from Pioneer and issued 800,000 shares of the
Series C, 8% Convertible Preferred Stock. The Company will
receive additional funds of up to $1,000,000 at specified
dates during the balance of 1999 from Pioneer based on the
Company meeting certain specified financial objectives. In
return the Company will issue Pioneer shares of the Company's
Series C 8% Convertible Preferred Stock. The Company received
$625,000 from Lancer Offshore Inc., $300,000 from Lancer
Partners LP and $100,000 from the Orbital Fund Inc. Lancer
Management Group LLC (Lancer) manages these funds. In return
the Company issued 8,200,000 shares of the Company's Series C
8% Convertible Preferred Stock to Lancer. Each share of
Preferred Stock is convertible into one share of Common Stock.
As further consideration to Lancer, the Company issued
warrants to purchase 500,000 shares of Common Stock at a price
of $1.00 per share. These warrants will be exercisable for a
period of five years.
Regarding current operations, the Company is continuing its
ongoing marketing efforts to obtain contracts for its contract
research division and has implemented several measures to
reduce current expenditures. Such reductions include salary
deferrals, staff cuts, reducing office space and equipment
leases and reductions in other expenses. The Company expects
that the proceeds from Pioneer, together with current cash and
projected cash from operations will be sufficient to fund its
activities for the next twelve to eighteen months.
6
<PAGE>
NEUROCORP, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED)
NOTE 3 - COMMITMENTS AND CONTINGENCIES
a) Operating leases
The Company and its subsidiaries have entered into lease
agreements for administrative offices and certain equipment
under noncancellable operating leases expiring in various
dates through December 2002. The administrative office leases
contain a provision for additional rent which is equal to the
Company's pro rated share of future real estate taxes.
A schedule of future minimum rental payments at March 31, 1999
is as follows:
<TABLE>
<CAPTION>
Year ended December 31,
-----------------------
<S> <C>
1999 $ 134,779
2000 144,120
2001 147,729
2002 142,565
2003 134,174
--------------
$ 703,367
--------------
--------------
</TABLE>
Rent expense under all operating leases for the three months
ended March 31, 1999 and 1998 was $49,636 and $28,821,
respectively.
b) Concentration of credit risk
For the three months ended March 31, 1999 and 1998,
approximately 77% and 69%, respectively, of net sales were
derived from four and two unrelated customers, respectively
who are in the pharmaceutical and psychiatric industries. As
of March 31, 1999 and December 31, 1998, approximately 74%
and 76% respectively, of accounts receivable are due from
four unrelated customers.
NOTE 4 - RELATED PARTY TRANSACTIONS
Stockholder notes and loans payable
Stockholder notes and loans payable consisted of the following
at:
<TABLE>
<CAPTION>
March
31, 1999 December
(Unaudited) 31, 1998
----------- --------
<S> <C> <C>
Non-interest bearing loans,
(See (i) below) $ 200,000 $ 200,000
Notes payable bearing an interest of
5% to 9% (See below) 100,000 100,000
-------------- --------------
$ 300,000 $ 300,000
-------------- --------------
-------------- --------------
</TABLE>
7
<PAGE>
NEUROCORP, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED)
NOTE 4 - RELATED PARTY TRANSACTIONS -CONTINUED
Stockholder notes and loans payable - continued
i) On May 24, 1996, the Company entered into an agreement
with a shareholder to borrow $200,000. The note is
non-interest bearing and was payable within one year or
is payable out of the first proceeds resulting from any
exercise of outstanding Class B and Class C warrants,
whichever comes first. During June 1997, the original
maturity date of May 24, 1997 was extended to December
15, 1998.
ii) On July 16, 1996, the Company entered into two loan
agreements amounting to $200,000 with two unrelated
shareholders. Each note was for $100,000, bears interest
at 9% per annum and was due at the earlier of one year
or payable from any of the proceeds of a sale of the
Company's securities including the exercise of Class B
and C Warrants. On April 30, 1997, the Company
liquidated one note amounting to $100,000 and extended
the second note's maturity date to December 15, 1998.
As of March 31, 1999, the above loans remain outstanding
without extension.
8
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
The Private Securities Litigation Reform Act of 1995 provides
a safe harbor for forward-looking information made on behalf
of the Company. Certain statements in this quarterly report on
Form 10-QSB are "forward-looking statements". These
forward-looking statements include, but are not limited to,
statements about our plans, objectives, expectations and
intentions and other statements contained in this annual
report that are not historical facts. When used in this annual
report, the words "expect," "anticipate," "intend," "plan,"
"believe," "seek," "estimate," and similar expressions are
generally intended to identify forward-looking statements.
Because these forward-looking statements involve risks and
uncertainties, there are important factors that could cause
actual results to differ materially from those expressed or
implied by these forward-looking statements, including our
plans, objectives, expectations, and intentions and other
factors discussed in this report. We assume no obligation to
update such forward-looking statements
RESULTS OF OPERATIONS
The Company reported a net loss of $589,277 for the three
months ended March 31, 1999 as compared to a net loss of
$773,052 for the three months ended March 31, 1998.
Revenues for the three months ended March 31, 1999 and 1998
amounted to $47,956 and $165,414 respectively. Revenues
decreased by $117,458 or 71% for the three months ended March
31, 1999 as compared to the three months ended March 31, 1998.
Gross (loss) profit for the three months ended March 31, 1999
and 1998 amounted to $(4,765) and $40,075, respectively or a
net decrease of $44,840. The Company included in the cost of
sales amortization of its database and computer system product
development costs for the three months ended March 31, 1998.
The Company wrote-off the remaining value of database and
computer system product development costs as of December 31,
1998. For the three months ended March 31, 1999 and 1998
amortization charges amounted to $0 and $67,373, respectively.
The decrease in sales and gross profit is attributable to the
Company focusing its efforts on developing the Memory Center
business and the Company's inability to secure contract
research business for HZI.
General and administration expenses include overhead,
administration salaries, selling and consulting costs.
General and administrative expenses for the three months ended
March 31, 1999 were $581,137 as compared to the three months
ended March 31, 1998 of $808,656 or a decrease of $227,519 or
28%. The decrease in general and administrative expenses for
the three months ended March 31, 1999 is primarily due to a
Company restructuring which included a reduction in employee
staffing and other cost reduction strategies.
Other Expense for the three months ended March 31, 1999 and
1998 amounted to $3,375 and $4,721, respectively, a decrease
of $1,346. The decrease is a result of lower interest income
due to lower cash balances and a decrease in interest expense.
9
<PAGE>
Income Taxes
The Company has not generated any taxable income the last four
years and therefore has not paid any federal income taxes for
this period. Utilization of the Company's net operating loss
carryforwards may be subject to certain limitations under
section 382 of the Internal Revenue Code. Due to uncertainties
regarding realizability of the deferred tax assets, the
Company has provided a valuation allowance on the deferred tax
asset in an amount necessary to reduce the net deferred tax
asset to zero.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1999 and December 31, 1998, the Company had
negative working capital of $758,313 and $194,671
respectively. The Company's cash balance at March 31, 1999 and
December 31, 1998 amounted to $180,499 and $ 795,739,
respectively. The Company's net accounts receivable amounted
to $27,384 at March 31, 1999 and $6,400 at December 31, 1998,
an increase of $20,984. Prepaid expenses at March 31, 1999 and
December 31, 1998 amounted to $21,897 and $27,785,
respectively, a decrease of $5,888.
As of March 31, 1999 and December 31, 1998 current liabilities
amounted to $991,843 and $1,024,595, respectively, a decrease
of $32,752. Included in these amounts is a $300,000
stockholder loan, which was due December 31, 1998.
For the three months ended March 31, 1999 and 1998, the
Company used cash for operations of $620,210 and $966,342
respectively, resulting in decreased use of cash for
operations by $346,132. The net decrease for the three months
ended March 31, 1999 is the result of loss from operations
amounting to $585,902 compared to the loss from operations for
the three months ended March 31, 1998 of $768,581, a decrease
of $182,679.
For the three months ended March 31, 1999 and 1998 cash used
by investing activities amounted to $1,430 and $73,298,
respectively, or a net decrease in use of cash of $71,868. The
decrease use in cash for investing activities for the three
months ended March 31, 1999 as compared to the three months
ended March 31, 1998 was attributable to a reduction in
capitalized database development costs to $0 from $9,434 for
the three months ended March 31, 1999 and 1998, and further to
a decrease in purchases of other assets to $1,430 for March
31, 1999 from $63,864 for the three months ended March 31,
1998.
For the three months ended March 31, 1999 and 1998 cash
provided by financing activities amounted to $6,400 and
$0, respectively. For the three months ended March 31,
1999, 6,400 shares were issued in connection with exercise of
6,400 warrants.
MANAGEMENT'S PLAN
The Company plans center on the following objectives; secure
affiliate Memory Centers-TM- business, turn the Signature
Memory Center into a profitable operation, and secure new
contract research business.
The Company is aggressively pursuing affiliate Memory Centers
business, as it believes this will enable a less costly and
quicker growth strategy. Previously, the Company had focused
on starting Company owned and run Memory Centers offices, but
the high cost associated with the construction and startup of
such sites prohibits that approach. The Company is in
negotiations with a number of entities to start such
affiliations. The Company is negotiating with enterprises that
will be able to provide the necessary medical office space and
patient base, such as
10
<PAGE>
hospitals, skilled nursing facilities and physician groups.
The Company has entered into four non-binding Letters of
Intent with entities that are interested in setting up Memory
Centers in their facilities. The Company may need to finance
the acquisition of computer and medical equipment that will be
installed at each location. The amount of capital that may be
needed varies with each affiliation as some affiliates may
purchase the equipment up front and pay reduced management
fees in exchange.
The Company is pursuing a marketing strategy intended to
create awareness of Memory Centers and its services to
potential patients and large existing healthcare providers
such as, multi-specialty physician groups, hospital
consortiums, and large assisted living center organizations.
The Company has entered into a contract for marketing services
with a highly respected firm in the New York City metropolitan
area with a reputation for having relationships at the highest
level of these organizations.
The Company has entered into a consulting agreement with a
major customer that will provide a minimum of $480,000 in
revenues over the next two years. This contract, which is a
result of previous contract research with the customer, began
in May 1999.
The Company also entered into contract with a large U.S.
pharmaceutical company to provide consultative services for a
period of two years beginning in March 1999. This contract
will provide a minimum of $96,000 in revenues over the next
two years.
The Company continues its quest for new and continuing
contract research through its HZI operation. The Company is
has started work on a research contract for a clinical study
that could generate as much $288,000 in revenues. The Company
is also negotiating additional contracts, which it hopes to
finalize in the fourth quarter of 1999.
The Company believes the Tele-Map(TM) business can be marketed
and provide a consistent growing revenue stream. The Company
is pursuing several options for the purpose of expanding its
Tele-Map business including joint venture opportunities.
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings:
None
ITEM 2 - Changes in Securities:
None
ITEM 3 - Defaults Upon Senior Securities:
None
ITEM 4 - Submission of Matters to a Vote of Security Holders:
None
ITEM 5 - Other Information:
None
11
<PAGE>
ITEM 6 - Exhibits and Reports on Form 8-K:
a) Exhibits
None
b) Reports on Form 8-K
None
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NEUROCORP, LTD. (Registrant)
Dated: October 27, 1999
By: /s/ VERNON L. WELLS
-------------------------------------------
Vernon L. Wells, President,
Chief Executive Officer, Acting Chief Financial
Officer (Principal Financial Officer) and
Director
/s/ DONALD J. ALBERTIE
-----------------------------------------------
Donald J. Albertie, Controller
(Principal Accounting Officer)
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
BALANCE SHEET, STATEMENT OF OPERATIONS, STATEMENT OF CASH FLOWS AND NOTES
THERETO INCORPORATED IN PART I, ITEM 7 OF THIS FORM 10-QSB AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-30-1999
<CASH> 180,499
<SECURITIES> 0
<RECEIVABLES> 30,384
<ALLOWANCES> 3,000
<INVENTORY> 0
<CURRENT-ASSETS> 229,780
<PP&E> 686,662
<DEPRECIATION> 121,923
<TOTAL-ASSETS> 939,681
<CURRENT-LIABILITIES> 991,843
<BONDS> 0
0
150,766
<COMMON> 11,231
<OTHER-SE> (214,159)
<TOTAL-LIABILITY-AND-EQUITY> 939,681
<SALES> 47,956
<TOTAL-REVENUES> 47,956
<CGS> 52,721
<TOTAL-COSTS> 581,137
<OTHER-EXPENSES> 3,375
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,627
<INCOME-PRETAX> (589,277)
<INCOME-TAX> 0
<INCOME-CONTINUING> (589,277)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (589,277)
<EPS-BASIC> (0.05)
<EPS-DILUTED> (0.05)
</TABLE>
