<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, 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 APRIL 28,
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 March 31, 2000 (unaudited)
and December 31, 1999 1
Consolidated Statements of Operations (unaudited)
for the three months ended March 31, 2000 and 1999 2
Consolidated Statement of Stockholders' Equity (unaudited)
for the three months ended March 31, 2000 3
Consolidated Statements of Cash Flows (unaudited)
for the three months ended March 31, 2000 and 1999 4
Notes to consolidated financial statements 5
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 9
PART II - OTHER INFORMATION 12
<PAGE>
PART I
Item 1. Financial Statements
NEUROCORP, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2000 AND DECEMBER 31, 1999
ASSETS
<TABLE>
<CAPTION>
2000 1999
-------------- -------------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 639,693 $ 1,003,180
Accounts receivable, net of allowance for doubtful
accounts of $36,400 in 2000 and $37,600 in 1999 29,165 38,352
Prepaid expenses and other current assets 49,920 52,742
------------ ------------
Total current assets 718,778 1,094,274
------------ ------------
PROPERTY AND EQUIPMENT, net 606,946 625,462
OTHER ASSETS 24,750 24,750
------------ ------------
$ 1,350,474 $ 1,744,486
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 172,190 $ 307,201
Accrued expenses 187,390 199,401
Deferred revenue 19,383 38,980
Current portion of obligation under capital lease 3,081 3,309
Stockholder demand notes payable 300,000 300,000
------------ ------------
Total current liabilities 682,044 848,891
------------ ------------
OBLIGATION UNDER CAPITAL LEASE, less current portion 5,380 5,773
STOCKHOLDERS' EQUITY
Cumulative, convertible preferred stock, Class B, Series C,
$.001 par value, 20,000,000 shares authorized 17,166 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 11,146,574 11,150,419
Deficit (10,662,421) (10,439,399)
------------ ------------
663,050 889,822
------------ ------------
$ 1,350,474 $ 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 MARCH 31, 2000 AND 1999
(UNAUDITED)
2000 1999
------------ -------------
NET SALES $ 240,222 $ 47,956
COST OF SALES 64,932 52,721
------------ -------------
Gross profit (loss) 175,290 (4,765)
GENERAL AND ADMINISTRATIVE EXPENSES 401,127 581,137
------------ -------------
Loss from operations (225,837) (585,902)
OTHER INCOME (EXPENSE)
Interest income 6,407 1,252
Interest expense (3,592) (4,627)
------------ -------------
2,815 (3,375)
------------ -------------
Net loss $ (223,022) $ (589,277)
============ =============
LOSS PER COMMON SHARE $ (0.02) $ (0.05)
============ =============
WEIGHTED AVERAGE SHARES OUTSTANDING 11,731,672 11,229,539
============ =============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.
-2-
<PAGE>
NEUROCORP, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Preferred Stock Preferred Stock
Class B, Series C Class B, Series 1 Common Stock
-------------------------------- ----------------------------- -----------------------------
Shares Amount Shares Amount Shares Amount
-------------- -------------- ------------- ------------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1999 17,071,593 $ 17,071 150,000 $ 150,000 11,731,672 $ 11,731
Preferred stock dividends 95,137 95 - - - -
Net loss - - - - - -
-------------- -------------- ------------- ------------- --------------- ----------
Balance, March 31, 2000 17,166,730 $ 17,166 150,000 $ 150,000 11,731,672 $ 11,731
============== ============== ============= ============= =============== ==========
</TABLE>
<TABLE>
<CAPTION>
Additional Total
Paid-in- Stockholders'
Capital Deficit Equity
-------------- --------------- ---------------
<S> <C> <C> <C>
Balance, December 31, 1999 $ 11,150,419 $ (10,439,399) $ 889,822
Preferred stock dividends (3,845) (3,750)
Net loss - (223,022) (223,022)
-------------- --------------- ---------------
Balance, March 31, 2000 $ 11,146,574 $ (10,662,421) $ 663,050
============== =============== ===============
</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, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
---------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (223,022) $ (589,277)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 20,824 20,665
Bad debt (recoveries) expense (1,198) 3,000
Changes in operating assets and liabilities:
Decrease in deferred revenue (19,597)
Decrease in accrued expenses (15,761) (11,601)
Decrease in prepaid expenses and other current assets 2,822 5,888
Decrease (increase) in accounts receivable 10,385 (23,984)
Decrease in accounts payable (135,011) (24,901)
----------- -----------
Net cash used in operating activities (360,558) (620,210)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (2,308) (1,430)
----------- -----------
Net cash used in investing activities (2,308) (1,430)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of stock -- 6,400
Payments on obligations under capital lease (621) --
----------- -----------
Net cash (used in)/provided by financing activities (621) 6,400
----------- -----------
NET INCREASE (DECREASE) IN CASH (363,487) (615,240)
CASH AND CASH EQUIVALENTS, beginning of period 1,003,180 795,739
----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 639,693 $ 180,499
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ 3,592 $ 4,627
Income taxes 1,911 3,118
NON CASH INVESTING AND FINANCING ACTIVITIES
Preferred stock dividends 95 33
</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, 2000 AND 1999
(UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The interim consolidated financial statements for the three months
ended March 31, 2000 and 1999 have 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 statements of
operations 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 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-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 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, 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 11,229,539 weighted average shares outstanding
during the three months ended March 31, 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 three months ended March 31, 2000 and 1999, approximately
80% and 70% of net sales were derived from two and three unrelated
customers, respectively. As of March 31, 2000 and December 31, 1999,
approximately 92% and 74% of accounts receivable are due from three
and four unrelated customers, respectively.
NOTE 3 - PROPERTY AND EQUIPMENT
A summary of property and equipment is as follows:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER
2000 31, 1999
---- ---------
<S> <C> <C>
Equipment $ 325,819 $ 323,511
Furniture and fixtures 212,466 212,466
Leasehold improvements 171,365 171,365
Land 102,000 102,000
------- -------
811,650 809,342
Less: accumulated depreciation and 204,704 183,880
amortization ------- -------
$ 606,946 $ 625,462
======= =======
</TABLE>
Depreciation and amortization expense totaled $20,824 and $20,665
for the three months ended March 31, 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 at March 31, 2000 is as
follows:
6
<PAGE>
NEUROCORP, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 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 three months ended
March 31, 2000 and 1999 was $34,474 and $49,636, 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 March 31,
2000 accumulated amortization totals $985.
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 March 31, 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. Regarding current operations, in order to maintain
its liquidity and economic viability in the interim, the Company is
continuing its ongoing marketing efforts to generate Memory Center
7
<PAGE>
NEUROCORP, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
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 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 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 three to six 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 has entered into a consulting agreement with a major
customer that will provide a minimum of $480,000 in revenues over a
two-year period. This contract, which is a result of previous
contract research with the customer, began in May 1999.
The Company has 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 a two-year period.
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.
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 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.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
The Company reported a net loss of $223,022 for the three months
ended March 31, 2000 as compared to a net loss of $589,277 for the
three months ended March 31, 1999.
Revenues for the three months ended March 31, 2000 and 1999 amounted
to $240,222 and $47,956 respectively. Revenues increased by $192,266
or 401% for the three months ended March 31, 2000 as compared to the
three months ended March 31, 1999. Gross profit (loss) for the three
months ended March 31, 2000 and 1999 amounted to $175,290 and
$(4,765), respectively or a net increase of $180,055.
The increase in sales and gross profit is attributable to the
Company focusing its efforts on developing the Memory Center
business and the Company's ability to secure consulting work related
to prior contract research business for HZI. For the three months
ended March 31, 2000 MCAI sold and installed two Memory Center
systems that contributed $115,000 in revenues as compared to $0 for
the three months ended March 31, 1999. The Company also earned
$79,000 from consulting contracts for the three months ended March
31, 2000 as compared to $12,800 for the three months ended March 31,
1999.
General and administrative expenses for the three months ended March
31, 2000 were $401,127 as compared to the three months ended March
31, 1999 of $581,137 or a decrease of $180,010 or 31%. The decrease
in general and administrative expenses for the three months ended
March 31, 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 March 31, 2000 and 1999
amounted to $6,407 and $1,252, respectively, an increase of $5,155.
Interest expense for the three months ended March 31, 2000 and 1999
amounted to $3,592 and $4,627, respectively, a decrease of $1,035.
The Company has not generated any taxable income the last four years
and therefore has not
9
<PAGE>
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, 2000 and December 31, 1999, the Company had working
capital of $36,734 and $245,383 respectively. The Company's cash
balance at March 31, 2000 and December 31, 1999 amounted to $639,693
and $1,003,180, respectively. The Company's net accounts receivable
amounted to $29,165 at March 31, 2000 and $38,352 at December 31,
1999, a decrease of $9,187. Prepaid expenses and other current
assets at March 31, 2000 and December 31, 1999 amounted to $49,920
and $52,742, respectively, a decrease of 2,822.
As of March 31, 2000 and December 31, 1999 current liabilities
amounted to $682,044 and $848,891, respectively, a decrease of
$166,847. 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 three months ended March 31, 2000 and 1999, the Company used
cash for operations of $360,558 and $620,210 respectively, resulting
in decreased use of cash for operations by $259,652.
For the three months ended March 31, 2000 and 1999 cash used by
investing activities amounted to $2,308 and $1,430, respectively, or
a net increase in use of cash of $878.
For the three months ended March 31, 2000 net cash used in financing
activities amounted to $621 as compared to the three months ended
March 31, 1999 net cash provided by financing activities of $6,400,
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'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 has entered into a consulting agreement with a major
customer that will provide a minimum of $480,000 in revenues over a
two-year period. This contract, which is a result of previous
contract research with the customer, began in May 1999.
The Company has 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 a two-year period.
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.
10
<PAGE>
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 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 three to six months.
11
<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
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: May 15, 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)
<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 1 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-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 639,693
<SECURITIES> 0
<RECEIVABLES> 65,582
<ALLOWANCES> 36,417
<INVENTORY> 0
<CURRENT-ASSETS> 718,778
<PP&E> 811,653
<DEPRECIATION> 204,707
<TOTAL-ASSETS> 1,350,474
<CURRENT-LIABILITIES> 682,044
<BONDS> 0
0
167,166
<COMMON> 11,731
<OTHER-SE> 484,153
<TOTAL-LIABILITY-AND-EQUITY> 1,350,474
<SALES> 240,222
<TOTAL-REVENUES> 240,222
<CGS> 64,932
<TOTAL-COSTS> 64,932
<OTHER-EXPENSES> 401,127
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,592
<INCOME-PRETAX> (223,022)
<INCOME-TAX> 0
<INCOME-CONTINUING> (223,022)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (223,022)
<EPS-BASIC> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
