U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                   FORM 10-QSB
                                   -----------

[ x ] Quarterly report under Section 13 or 15 (d) of the Securities Exchange Act
      of 1934 for the quarterly period ended March 31, 2000

                                       or

[   ] Transition  report under Section 13 or 15 (d) of the  Securities  Exchange
      Act of 1934 For the transition period from to

Commission file number     1-14025
                           -------



                           CAPITA RESEARCH GROUP, INC.
                           ---------------------------
             (Exact name of Registrant as specified in its charter)


      Nevada                                                   88-072350
------------------                                       --------------------
(State of incorporation)                                (IRS Employer ID Number)

591 Skippack Pike, Blue Bell, PA 19422                           19422
----------------------------------------                         -----
(Address of principal executive offices)                       (Zip Code)

                                 (215) 619-7777
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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  X    NO
                    -----    -----
The number of shares  outstanding of the registrant's  common stock as of May 1,
2000 was 22,279,748.


                                       1
<PAGE>

                   Capita Research Group, Inc. and Subsidiary
     Consolidated Balance Sheets as of March 31, 2000 and December 31, 1999
                           (Development Stage Company)
<TABLE>
<CAPTION>

                                     ASSETS

                                                           March 31,     December 31,
                          Current Assets                     2000            1999
                          --------------                  -----------    -----------

<S>                                                       <C>            <C>
Cash                                                      $   105,144    $     4,840
Prepaid expenses                                               34,463         20,424
Accounts and other receivables                                 42,597         28,094
                                                          -----------    -----------
                              Total Current Assets            182,204         53,358
                                                          -----------    -----------

                      Property and Equipment
                      ----------------------
Property and Equipment - Net                                  207,578        209,687
                                                          -----------    -----------
                           Other Assets
                           ------------
Due from stockholder                                           55,535         40,235
Deposits                                                       11,442          1,493
                                                          -----------    -----------
                              Total Other Assets               66,977         41,728
                                                          -----------    -----------

Total Assets                                              $   456,759    $   304,773
                                                          ===========    ===========

              LIABILITIES and STOCKHOLDERS' DEFICIENCY

                       Current Liabilities
                       -------------------
Accounts payable and accrued expenses                     $   376,404    $   369,918
Current portion of obligations under capital leases            15,957         20,007
Due to stockholders                                           400,000        420,000
                                                          -----------    -----------
                              Total Current Liabilities       792,361        809,925
                                                          -----------    -----------

Long-term obligations under capital leases,                    20,434         23,386
   net of current portion                                 -----------    -----------

                     Stockholders' Deficiency
                     ------------------------
Common Stock, Capita Research Group, Inc.
$0.001 par value, 100,000,000 shares authorized;
issued & outstanding, 21,705,946 shares March 31, 2000,        21,706         20,296
20,295,946 shares, December 31, 1999

Additional paid-in capital                                  4,645,435      3,855,663

Deficit accumulated during
development stage                                          (4,185,609)    (3,566,929)
                                                          -----------    -----------
                                                              481,532        309,030
Stock subscription receivable                                (837,568)      (837,568)
                                                          -----------    -----------
                        Total stockholders' deficiency       (356,036)      (528,538)
                                                          -----------    -----------

Total Liabilities & Stockholders Deficiency               $   456,759    $   304,773
                                                          ===========    ===========
</TABLE>

                             See Accompanying Notes



                                       2
<PAGE>

                   Capita Research Group, Inc. and Subsidiary
        Consolidated Statements of Operations for the Three Months Ended
                             March 31, 2000 and 1999
                           (Development Stage Company)

                                                       Three Months Ended
                                                            March 31
                                                      2000           1999
                                                ------------    ------------
 Revenue                                         $       --      $      4,750

 Cost of Revenues                                      14,109          18,300
                                                 ------------    ------------

         Gross profit (loss)                          (14,109)        (13,550)
                                                 ------------    ------------

 Operating expenses
 Selling                                               45,000           9,691
 Technical                                             98,676          19,903
 Production                                            18,577            --
 Administrative and General                            80,815          55,266
 Other                                                352,846         117,159
                                                 ------------    ------------

      Total Operating expenses                        595,914         202,019
                                                 ------------    ------------
Other Income (Expense)
Interest income                                        16,595            --
Interest expense                                      (25,252)         (4,054)
                                                 ------------    ------------
                                                       (8,657)         (4,054)

 Loss Before Interest and Taxes                      (618,680)       (219,623)

 Provision for Income Taxes                              --              --
                                                 ------------    ------------
 Net Loss                                        $   (618,680)       (219,623)
                                                 ============    ============
 Net Loss Per Share, Basic and Diluted           $      (0.03)   $      (0.02)
                                                 ============    ============
 Weighted Average Shares Outstanding               21,496,057      13,926,615
                                                 ============    ============


                             See Accompanying notes

                                       3
<PAGE>

                   Capita Research Group, Inc. and Subsidiary
        Consolidated Statements of Cash Flows for the Three Months Ended
                           (Development Stage Company)
<TABLE>
<CAPTION>

                                                              Three Months Ended
                                                                   March 31
                                                              2000         1999
                                                           ---------    ---------
<S>                                                        <C>          <C>
Operating Activities

Net Loss                                                   $(618,680)   $(219,623)
Adjustments to reconcile net loss to
net cash used in operating activities:
                  Common stock issued for salaries, rent
                     consulting and fixed assets             119,500      102,012
                  Depreciation                                23,508       14,550

Changes in Operating assets and liabilities:
         (Increase) decrease in:
                  Accounts and other receivable              (14,503)      (6,390)
                  Other assets                               (25,249)       4,059
                  Prepaid Expenses                           (14,039)     (26,172)
         Increase (decrease) in:
                  Accounts payable and accrued expenses        6,486       57,963
                                                           ---------    ---------

            Net cash used in operating activities           (522,977)     (73,601)
                                                           ---------    ---------

Investing Activities

     Purchase of equipment                                   (21,399)     (39,764)
                                                           ---------    ---------
            Net cash used in investing activities            (21,399)     (39,764)
                                                           ---------    ---------

Financing Activities

     Proceeds from issuance of common stock                  671,682       98,068
     Repayment of capital lease obligations                   (7,002)      (3,570)
     Proceeds from (repayment of) stockholder loans          (20,000)        --
                                                           ---------    ---------
            Net cash provided by financing activities        644,680       94,498
                                                           ---------    ---------

Net Increase ( Decrease) in cash                             100,304      (18,867)

Cash, Beginning                                                4,840       19,301
                                                           ---------    ---------
Cash, Ending                                               $ 105,144    $     434
                                                           =========    =========
</TABLE>

                             See Accompanying Notes


                                       4
<PAGE>


                   Notes to Consolidated Financial Statements

         The accompanying  consolidated  financial statements of Capita Research
Group,  Inc. and its subsidiary  reflect all adjustments and disclosures,  which
are, in the opinion of management,  necessary for a fair presentation of interim
results. The financial information has been prepared in accordance with Capita's
customary accounting practices and has not been audited.

        1.        Certain  information  and  note  disclosures   required  under
                  generally accepted  accounting  principles have been condensed
                  or omitted pursuant to the Securities and Exchange  Commission
                  (SEC) rules and  regulations.  The  preparation  of  financial
                  statements in conformity  with generally  accepted  accounting
                  principles  requires  management to make certain estimates and
                  assumptions  that affect the amounts reported in the financial
                  statements and accompanying notes. Actual results could differ
                  from  those  estimates.  These  interim  financial  statements
                  should be read in conjunction with Management's Discussion and
                  Analysis of Financial  Condition and Results of Operations and
                  the  financial   statements  and  notes  thereto  included  in
                  Capita's Form 10-KSB for the year ended December 31, 1999.

        2.        Results of operations for the  three-month  period ended March
                  31, 2000, are not necessarily  indicative of the results to be
                  expected for the full year.

        3.        In March  1999,  we  entered  into an  agreement  with  Quaker
                  Capital  Markets Group,  Inc. to solicit equity funding on our
                  behalf on a best efforts  basis.  Since that time,  Quaker has
                  been successful in obtaining  bridge loan financing during the
                  fall of 1999 in an  amount  totaling  $400,000  from a private
                  investor. The agreement with Quaker expired on March 12, 2000.
                  On April 18, 2000, we entered into a one-year  agreement  with
                  Charterbridge  Financial Group, Inc. to solicit equity funding
                  and joint venture arrangements. There can be no assurance that
                  we will be successful in obtaining any such equity  funding or
                  joint venture arrangements.


        4.        In February 2000, the Company issued 1,225,000 Incentive Stock
                  Options and Non-Statutory Stock Options to employees, officers
                  and/or  directors.  The exercise  price of the options  ranges
                  from $.98 to $1.08 per share.  With  respect to stock  options
                  granted,   the  Company  has  adopted  the   disclosure   only
                  provisions  of  SFAS  no.  123,  "Accounting  for  Stock-based
                  compensation," but applies APB opinion No. 25 ("Accounting for
                  Stock  Issued  to  Employees")  in  accounting  for its  stock
                  compensation  plan.  Compensation  cost that  would  have been
                  recognized in accordance with the basis of fair value pursuant
                  to SFAS No. 123,  if the  Company  had so elected,  would have
                  increased  the  Company's  net loss in the  first  quarter  by
                  approximately  $784,000,  or a $.04 loss per share. The method
                  of  determining  proforma  compensation  cost  for  the  first
                  quarter was based on certain  assumptions,  including the past
                  trading  ranges of the Company's  stock,  a risk free interest
                  rate of 6.49%,  a three year term,  and no  expected  dividend
                  payments.


                                       5
<PAGE>

        5.        In the first  quarter  of 2000,  the  Company  issued  144,000
                  non-statutory stock options to outside consultants in exchange
                  for services.  The exercise  price of the options  ranges from
                  $.89 to $.95 per share.  With respect to stock options granted
                  to non-employees,  the Company records the appropriate expense
                  as required by SFAS 123.  Consulting  expense  recorded by the
                  Company  in  the  first  quarter  of  fiscal  year  2000,  was
                  calculated using similar assumptions to those disclosed above,
                  with  the  exception  of  a 5  year  term.  Such  expense  was
                  approximately $70,000 and had an immaterial effect on loss per
                  common share.



                                       6
<PAGE>



MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

Results of Operations for the Three Months Ended March 31, 2000 and 1999
------------------------------------------------------------------------

All statements  contained  herein that are not  historical  facts are based upon
current expectations. These statements are forward-looking in nature and involve
a number of risks and uncertainties. Actual results may differ materially. Among
the  factors  that  could  cause  actual  results to differ  materially  are the
following:  the availability of sufficient  capital to finance Capita's business
plans,  the market  acceptance  of Capita's  services and  competitive  factors.
Capita  wishes  to  caution  readers  not to place  undue  reliance  on any such
forward-looking  statements,  which  statements are made pursuant to the Private
Litigation Reform Act of 1995 and as a result, are pertinent only as of the date
made.

Capita is, and has been, a  development  stage  company  during the  three-month
periods  ended March 31, 2000 and 1999.  As a  development  stage company it has
been testing and further  developing its Engagement  Index(TM)  System (EI(TM)),
which has been licensed  exclusively to Capita by the National  Aeronautics  and
Space  Administration  (NASA). The system measures  electrical activity using an
electroencephalogram  (EEG)  reading  from the human  brain and  processing  the
results  through the computer using an algorithm  developed by NASA to correlate
those results with the level of  "involvement" by the test subject with measured
activity.

Capita  is using  this  EI(TM)  System to  measure  and  research  communication
effectiveness.  Its  objective is to become the leading  commercial  provider of
customized, high performance technology systems and services, including analysis
and technical support,  for the real-time,  objective  measurement of engagement
(attentiveness) for use in multiple markets.

As a  development  stage  company  it has  limited  marketing  activity  with no
reported sales for the three months ended March 31, 2000 and sales of $4,750 for
the three months ended March 31,  1999.  The gross profit  (loss) on these sales
for the three  months  ended March 31, 2000  approximates  the loss for the same
period  during  1999.  This loss is due to the lack of adequate  sales,  and the
inclusion of certain fixed costs associated with the cost of sales.

Capita had  incidental  revenues  during the two years that the product has been
offered in the market. Many projects conducted for clients in these early stages
were performed without compensation,  with Capita paying for all costs, in order
to get the technology into distribution. Capita has gradually been upgrading the
scope of its product and service offerings,  as technical innovations and client
feedback  have become  available.  Due to its unique  position  in the  research
industry, the Company completed non-revenue producing projects for R&D purposes,
for marketing  promotion to launch the technology into additional  fields, or to
make  available  pro  bono  engagement   research  for  publication  by  leading
marketing,  Internet or research trade  organizations  in new fields of use. The
Company  expects to increase  revenue-producing  projects  conducted  over time,
although there is no assurance that this can be achieved.  It is the position of
management  that  these  ongoing  non-paid  projects  help  promote  the  market
penetration  of the  technology  over time.  The limited  progress in  producing
meaningful  revenues to date is generally due to the lack of adequate capital to
fund expansion of operations, marketing and staffing in a highly complex line of
business.



                                       7
<PAGE>



The  operating  cost of $596,000  for the three  months  ended  March 31,  2000,
increased  from  $202,000  for the same three months in 1999.  This  increase of
$394,000  over  1999  was due to the  increased  use of  outside  marketing  and
advertising consultants, increased staff and expenditures for expanded technical
development of the product,  the Company's research effort, its legal protection
of intellectual  property,  its raising of equity capital and its development of
infrastructure.

Liquidity and Capital Resources at March 31, 2000
-------------------------------------------------

With losses expected to continue in the foreseeable future,  Capita's ability to
sustain  operations  is  dependent  on its  ability  to raise  added  investment
capital.  The Company has taken the following steps to improve its liquidity and
capital resources:

        1.        During the three months  ended March 31, 2000 Capita  received
                  gross cash  proceeds of $705,000 from the sale of common stock
                  and warrants.

        2.        In April 2000,  Capita entered into a one-year  agreement with
                  Charterbridge  Financial Group, Inc. to solicit equity funding
                  and joint venture arrangements.

        At March 31,  2000,  the  financial  condition  of the Company  remained
impaired  with the  working  capital  shortfall  being  met  primarily  from the
proceeds of the  issuance of common  stock.  The above  transactions  net of the
operating loss had the effect of reducing the total stockholders'  deficiency by
$ 172,500 to a deficiency of $ 356,000 at March 31, 2000.



                                       8
<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.

                                       CAPITA RESEARCH GROUP, INC.
                                       Registrant

Dated: May 15, 2000

                                       By:  /s/David B. Hunter
                                       -----------------------
                                            David B. Hunter
                                            President and
                                            Chief Executive Officer