UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM 10-K

 [ X ] Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
                                  Act of 1934

                    For the fiscal year ended June 30, 1999.

[ ]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: 0-15692.

                           TOTAL RESEARCH CORPORATION
                           --------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                 22-2072212
----------------------------------------  --------------------------------------
 (State or other jurisdiction of             (IRS Employer Identification No.)
  incorporation or organization)

5 Independence Way, Princeton, New Jersey          08543-5305
----------------------------------------  --------------------------------------
(Address of principal executive offices)             (Zip Code)

       Registrant's telephone number, including area code: (609) 520-9100

           Securities registered pursuant to Section 12(b) of the Act:

     Title of each class              Name of each exchange on which registered:

             None                                      Nasdaq
---------------------------           -----------------------------------------

                Securities pursuant to Section 12(g) of the Act:

                          Common Stock, $.001 par value
                          -----------------------------
                                (Title of Class)

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  preceding 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
                                       -   --

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K ((statute)  229.405 of this chapter) is not contained  herein,
and will not be contained,  to the best of registrant's knowledge, in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K [ ].

The aggregate  market value of shares of Common Stock of the registrant  held by
non-affiliates  of the registrant based on the closing price of the Common Stock
on September  14, 1999 was  $33,524,000.  As of September  14, 1999,  there were
11,911,608 shares of the Company's Common Stock ($.001 par value) outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
Portions of the annual  shareholders report for the year ended June 30, 1999 are
incorporated  by reference into Parts I and II.  Portions of the proxy statement
for the  annual  shareholders  meeting  to be  held  on  December  8,  1999  are
incorporated by reference into Part III.


<PAGE>

                                     PART I

Information  contained or  incorporated  by  reference  in this report  contains
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities  Act), which represent the expectations
or beliefs of Total Research  Corporation  (the "Company"),  including,  but not
limited  to,  statements   concerning   industry   performance,   the  Company's
operations, performance, financial condition, growth and acquisition strategies,
margins and growth in sales of the Company's  products.  For this  purpose,  any
statements contained in this Annual Report that are not statements of historical
fact may be deemed to be  forward-looking  statements.  Such  statements  can be
identified  by the  use  of  forward-looking  terminology  such  as "believes,"
"expects," "may,""will," "should" or"anticipates" or the negative thereof or
other  variations  thereon  or  comparable  terminology,  or by  discussions  of
strategy.  See,  e.g.,  "Management's  Discussion  and  Analysis  of  Financial
Condition and Results of  Operations." No assurance can be given that the future
results  covered  by the  forward-looking  statements  will be  achieved.  These
statements by their nature involve substantial risks and uncertainties,  certain
of which are beyond the  Company's  control.  The  information  set forth  below
identifies  important factors with respect to such  forward-looking  statements,
including  certain risks and  uncertainties  that could cause actual  results to
vary  materially  from  the  future  results  covered  in  such  forward-looking
statements.  Other  factors could also cause actual  results to vary  materially
from the future results covered in such forward-looking statements.


ITEM 1.  DESCRIPTION OF BUSINESS

OVERVIEW OF THE BUSINESS

     The  Company is a leading  full-service  custom and  web-enabled  marketing
organization that provides  marketing  research and marketing services to assist
its  clients  with the  pricing and  positioning  of new or  existing  products,
customer   loyalty   measurements,   brand   equity   and   e-commerce   issues,
organizational  structure and other  marketing  concerns.  The Company  provides
services  for its  clients  by  using  proprietary  market  research  and  other
marketing  technologies  developed  by the  Company and  distributed  throughout
various mediums, including the Internet.

     The  Company's  clients  consist  principally  of Fortune 100  corporations
operating  in a wide  array  of  industries,  including  automotive,  chemicals,
consumer products,  financial  services,  government,  health care,  information
technologies,  manufacturing,  telecommunications,  travel  and  utilities.  The
Company's  professional staff has business experience in each industry for which
it conducts market research.

     The  Company  operates as one  business  segment.  It services  its clients
through its five divisions (Customer Loyalty  Management,  Global Life Sciences,
Strategic      Marketing       Services-Domestic,       Strategic      Marketing
Services-International, and its Internet subsidiary, BlinkE(trademark)), each of
which has specific industry and/or product  expertise.  The Company's  divisions
are located in several cities in the United States and in London,  England.  The
Company also maintains relationships with market research organizations in South
America and Asia to collect data internationally on behalf of the Company.

     The Company operates  telephone data collection  centers in Tampa,  Florida
and London,  England to assist in collecting data for clients. The Tampa calling
center currently has 80 fully computerized interviewing stations and the Company
plans to  expand  this  center  to  approximately  130 CATI  (Computer  Assisted
Telephone  Interviewing)  interviewing  stations  by November  1999.  The London
calling center has approximately 140 CATI interviewing  stations.  The Company's
phone centers conduct interviews  utilizing computer  programmed  questionnaires
that are immediately uploaded to the Company's central  data-processing  center,
thereby  enabling  research to be collected  and analyzed more  efficiently  and
effectively.  The Company also recently introduced Total e-Survey(trademark),  a
web-based  data  collection  methodology  that  utilizes its  advanced  research
techniques to collect data over the Internet.

     The Company has complete in-house data processing operations, which provide
for rapid, thorough and secure on-site data management and analysis. The Company
supports  many  platforms  and file types both to  exchange  data and to provide
extensive database design and management capabilities. The Company also provides
its clients with sample  management  and survey data results  using a variety of
software  applications.  It also has a large and continually  expanding array of
proprietary  software developed internally to reduce research labor, assist with
survey data  analysis  and  generate  client  reports.  The  Company's  software
research  and  development  team is  continually  engaged in efforts to develop,
evaluate,  and adapt new  technologies  to  improve  and  expand  the  Company's
processes, services and products.

                                       2
<PAGE>

     The Company also maintains a state-of-the-art Optical Character Recognition
system for scanning hardcopy sample and surveys.  This scanner technology enters
data directly from thousands of hardcopy  questionnaires  each day,  eliminating
the need for  labor-intensive  manual  data  entry  and  minimizing  the risk of
data-entry error.

     The Company was  incorporated  under the laws of the State of New Jersey in
1975 and was reincorporated under the laws of the State of Delaware in 1986. The
Company  maintains  its  principal  executive  offices  at 5  Independence  Way,
Princeton, New Jersey 08543, and its telephone number is (609) 520-9100.

CLIENTS

     In fiscal 1999,  approximately  70 percent of the  Company's  revenues were
earned from among the 100 largest  commercial  and  financial  companies  in the
world. The Company  currently serves  approximately  200 commercial  clients and
government  agencies.  During  fiscal  1999,  approximately  75  percent  of the
revenues earned by the Company were from clients who had previously retained the
Company.  For the fiscal  years ended June 30,  1999,  1998 and 1997,  no single
client  accounted for greater than 10% of the  Company's  annual  revenues.  The
following chart sets forth certain  information  regarding the Company's  annual
revenues during the past three fiscal years:


                           Fiscal Year Ended June 30,
                           --------------------------
<TABLE>
<CAPTION>

<S>                                      <C>          <C>           <C>        <C>
 Industry                                1999         1998          1997       Representative Clients
 --------                                ----         ----          ----       ----------------------

 Telecommunications/ Information          40.9         28.1          24.5      Bell Atlantic, Hewlett Packard, IBM,
 Systems                                                                       Lotus, Lucent Technologies,
                                                                               Microsoft, US West


 Health Care/                                                                  Amgen, Bristol-Myers Squibb, Eli
 AgriBusiness                             21.7%        25.3%         32.0%     Lilly, John Deere, Novartis, Pfizer



 Manufacturing/Industrial                  9.0         14.1          11.1      Dow Chemical, Dow Corning, DuPont,
                                                                               FMC, Monsanto


 Consumer Products                         9.0          9.3          10.9      3M, Bausch & Lomb, Black & Decker,
                                                                               Eastman Kodak, Michelin


 Financial Services                        6.1          6.8           7.4      Chase, Fidelity Investments, Merrill
                                                                               Lynch, Nations Bank, Prudential


 Other                                    13.3         16.4          14.1      Ford, NJ Transit, Walt Disney
                                        ------       ------        ------

 Totals                                  100.0%       100.0%        100.0%
                                        ------       ------        ------

</TABLE>

                                       3
<PAGE>

PRODUCTS AND SERVICES

     The  Company  believes it enjoys  advantages  over  competitors  due to its
ability to conduct  predictive  marketing  research  studies,  which  attempt to
predict  consumer,  business,  or  physician  behavior  in  various  alternative
scenarios.  The Company  believes  this is superior to more  traditional  market
research,  which is diagnostic in nature.  The Company's  principal  proprietary
predictive technologies and associated services include the following:

     o  BLINKE(TRADEMARK),  a newly  established  wholly owned  subsidiary  that
integrates  the  Company's  advanced   marketing   research   capabilities  with
innovative   Internet   strategies  in   business-to-business   and   e-commerce
applications.

     o COMPONENT ASSESSMENT  (COMPASS(REGISTERED)) is designed to enable clients
to analyze the  structure of a  competitive  market and to determine  the effect
that  individual  product  attributes  have on a customer's  purchase  decision.
COMPASS(registered) is commonly used by clients for developmental stage products
and to understand the key drivers of product choice.

     o  EQUITREND(REGISTERED)  measures  the  perceived  quality  of a brand  or
product based upon consumer  experiences  with, and  perceptions  of, the brand.
This product is funded by the Company and is sold to a number of clients.

     o THE IDEA  FARM(TRADEMARK),  a newly  established  wholly owned subsidiary
that provides promotional services for agribusiness companies.

     o  PREDICTIVE   SEGMENTATION(REGISTERED)   is  a  technology  that  enables
marketers to identify  the various  segments and or  sub-markets  of  individual
products  and to  differentiate  the demands of each  segment.  Clients  utilize
Predictive  Segmentation to combine  demographic and  usage/attitude  factors to
determine the optimal segmentation for their products.

     o  PRICE  ELASTICITY  MEASUREMENT  SYSTEM  (PEMS(REGISTERED))  permits  the
evaluation of pricing  strategies for different  products and services.  PEMS is
designed to enable the client to predict sales of products and services  under a
broad range of possible competitive pricing scenarios.

     o TOTAL  E-SURVEY(TRADEMARK) is the Company's new web service that combines
the firm's advanced market research technologies and international  expertise to
provide a web-based data-collection capability.

     o TOTAL RESEARCH BIAS  CORRECTION  (TRBC(REGISTERED))  is a technology that
enables  marketers to improve the accuracy and value of any research by reducing
fundamental  sources of bias, error and distortion in market research data. This
results  in  a  better  understanding  of  marketing  behavior  and  substantial
improvement   of  the  predictive   accuracy  and  value  of  market   research.
TRBC(registered) is especially valuable in multi-national studies.

GEOGRAPHIC LOCATIONS

     The  Company's  headquarters  are located in  Princeton,  New  Jersey.  The
Company has domestic offices in Detroit, Minneapolis,  Poughkeepsie,  Tampa, and
one international office in London, England.

     The Company  has an  agreement  pursuant  to which the  Company  authorizes
Paradigma  S.A.  ("Paradigma")  to use  the  name "Total  Research  Argentina".
Paradigma  represents  the  Company  in  Argentina  and  markets  the  Company's
proprietary research techniques.

     The Company has an alliance with Asia Marketing Intelligence,  ("AMI"), the
largest  independent  data collection  services firm in Asia,  which enables the
Company to offer full,  comprehensive  service for the Asian component of global
studies.

INTERNATIONAL OPERATIONS

     In  fiscal  1999,   approximately  44%  of  the  Company's   revenues  were
attributable  to projects  that the Company  conducts for its clients  involving
market research which is performed on a global basis.  The Company has conducted
research  projects in Europe,  South  America,  Canada,  Africa,  China,  Japan,
Australia, and India. To engage in its international market research activities,
the  Company  has  developed  a network  of  relationships  (such as those  with
Paradigma and AMI) with market  research  organizations  in essential  locations
around the world. These alliances enable the Company to maintain the quality and
reliability of its data collection activities.


                                       4
<PAGE>

ORGANIZATIONAL STRUCTURE

         The Company currently operates four market research divisions.

     The Customer  Loyalty  Management  division is located in  Princeton.  This
division provides clients with an organized, controlled means of improving their
operating  results and  marketplace  performance  through the  effective  use of
information  from  customers  and  employees.  Clients  are  primarily  from the
telecommunications,  information technology, travel, and banking industries. The
Customer  Loyalty  Division  accounted  for  approximately  24% of the  revenues
generated by the Company in fiscal 1999.

     The Global Life Sciences ("GLS") division is international in nature,  with
staff in both the Princeton and London  offices.  The division  conducts  global
market  research  in  the  pharmaceutical,   health  care,  biotechnology,   and
agricultural  industries.  GLS accounted for  approximately  20% of the revenues
generated by the Company in fiscal 1999.

     The  Strategic   Marketing  Services  Domestic  ("SMS  Domestic")  division
operates from the  Princeton,  Poughkeepsie  and  Minneapolis  offices.  The SMS
Domestic  division  conducts  market  research on a global basis in the consumer
products/consumer  packaging  goods,  information  technology,   automotive  and
telecommunications  industries.  This division is responsible  for the Company's
EquiTrend(registered)  product.  SMS  accounted  for  approximately  31%  of the
revenues earned by the Company in fiscal 1999.

     The  Strategic  Marketing  Services   International  ("SMS  International")
division  operates  from  its  London,  England  office.  The SMS  International
division  conducts market research mainly within Europe and Asia in the consumer
products/consumer  packaging goods, financial services,  information technology,
manufacturing/industrial  and telecommunications  industries.  SMS International
accounted for  approximately 25% of the revenues earned by the Company in fiscal
1999.

     In addition to its four market  research  divisions,  the Company  recently
established  BlinkE(trademark),  a wholly  owned  subsidiary.  BlinkE(trademark)
integrates  the  Company's  advanced   marketing   research   capabilities  with
innovative  Internet  strategies in  business-to-business  and retail e-commerce
applications  using  proactive  strategy   development  and  advanced  web  site
implementation.

FEE ARRANGEMENTS

     The Company  generally  obtains  full-service  and advanced  level research
assignments  through  competitive  bidding.  Most  contracts  are  awarded  on a
fixed-fee basis, subject to adjustment under certain circumstances.

     The Company  also  designs and  implements  multi-client  studies,  such as
EquiTrend(registered),   to  address  informational  needs  shared  by  multiple
existing and potential  clients.  The Company usually develops the initial focus
and study design of a  multi-client  study at its own expense prior to obtaining
client  commitments.  The Company then sells the completed study to existing and
potential clients on a non-exclusive basis.

COMPETITION

     The market research industry is highly  competitive and is characterized by
a large number of relatively small  organizations  and a limited number of large
full  service  organizations,  many of  which  are  believed  to have  financial
resources  greater than those of the  Company.  Management  believes  that it is
currently one of the leading  providers of market research and analysis services
using advanced  statistical  techniques.  In 1998, the Company was listed as the
24th  largest US  company,  measured  by  revenues,  in the  marketing  research
industry by Marketing News. The Company's  primary  competitors  include:  Burke
Marketing Services,  Inc.; M/A/R/C,  Inc.; Maritz,  Market Facts, Inc.; National
Analysts; Opinion Research Corporation; and Walker Research Incorporated.

     The Company believes that the principal competitive factors for traditional
market research are the quality and validity of data collection,  as well as the
ability  to  efficiently  design,  execute  and  prepare  reports  on  marketing
research. The Company believes that the principal competitive factors for market
research using advanced statistical  techniques are the quality of its personnel
and the  Company's  experience in developing  and executing  statistical  market
research.  During  economic  downturns,  the  Company may  experience  increased
competition for research budgets, which are often vulnerable to global corporate
overhead reduction.

                                       5
<PAGE>


EMPLOYEES

     As of June 30, 1999,  the Company  employed 245  full-time  employees.  The
Company uses  approximately  350 part-time,  hourly employees for data gathering
and processing purposes. All employees are non-union.  The Company believes that
its relationship with its labor force is good.

TRADEMARKS

     The Company owns 17 trademarks registered with the United States Patent and
Trademark  Office and/or  similar  regulatory  authorities  in other  countries.
Federally  registered  trademarks have perpetual life, provided they are renewed
on a timely  basis and used  properly  as  trademarks,  subject to the rights of
third  parties  to seek  cancellation  of the marks.  The  Company  regards  its
trademarks  and other  proprietary  rights as valuable  assets and believes that
they have  significant  value in the  marketing  of its  products.  The  Company
protects its trademarks against infringement.


ITEM 2.DESCRIPTION OF PROPERTY

     The Company's  headquarters and principal United States operating  facility
is located in Princeton,  New Jersey.  As of June 30, 1999,  the Company  leased
approximately  51,000 square feet of office space for its Princeton  operations;
the  lease  expires  June  30,  2006.  The  Company  is  currently   sub-leasing
approximately 20,000 square feet of this space to third parties.

     The Company  leases 6,083  square feet for a sales  office in  Minneapolis,
Minnesota.  The lease expires on April 30, 2001. The Company leases 2,400 square
feet for a sales office in Poughkeepsie, New York. The lease expires on December
31, 1999. The Company  leases 7,559 square feet for a telephone  data-collection
facility in Tampa, Florida. The lease expires on June 30, 2001.

     In the United  Kingdom,  the  Company  leases  21,473  square  feet for its
Brentford, London office space. The lease expires October 31, 2010 with a tenant
break clause at October 31, 2004.


ITEM 3.  LEGAL PROCEEDINGS

     As of June 30, 1999,  there were no material  legal actions or  proceedings
pending or, to the knowledge of the Company,  threatened,  to which the property
of the Company was subject, or to which the Company was a party.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     During the fourth  quarter of fiscal 1999,  no matters were  submitted to a
vote of security holders of the Company.

                                       6
<PAGE>

                                     PART II


ITEM 5.  MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER
         MATTERS

The Company's Common Stock trades on the Nasdaq Small Cap Market.  The quarterly
high and low bid prices of the Company's common stock, as reported by the Nasdaq
Small Cap Market, from fiscal 1998 to date, were as follows:

                                      High                      Low
                                      ----                      ---

Fiscal 1998
     First Quarter                   $2.03                     $1.03
     Second Quarter                   2.00                      1.34
     Third Quarter                    2.10                      1.50
     Fourth Quarter                   4.25                      2.00


Fiscal 1999
     First Quarter                   $3.84                     $2.50
     Second Quarter                   2.69                      1.88
     Third Quarter                    3.38                      2.38
     Fourth Quarter                   4.06                      2.38


Fiscal 2000
     First Quarter (through          $3.88                     $3.13
     September 14, 1999)



     The above listed quotes reflect inter-dealer prices without retail mark-up,
mark-down  or  commissions  and are not  necessarily  representative  of  actual
transactions or of the true value of the Common Stock.

     As of September 14, 1999, the Company had 453 shareholders of record of its
Common Stock.  The Company has never declared a dividend and does not plan to do
so in the near future.

     In July of 1998,  the Company  entered into an  agreement  with a number of
investors pursuant to which the Company sold 1,000,000 shares of Common Stock at
$2.25 per share and issued options to purchase an aggregate of 250,000 shares of
common stock at an exercise price of $2.25 per share  (exercisable for 5 years).
Such Common Stock was sold in a  transaction  that was exempt from  registration
under Section 4(2) of the Securities Act of 1933, as amended. The agreement also
provides  that the  investors  will,  under  certain  circumstances,  provide or
arrange for others to provide up to $25,000,000  in debt or equity  financing to
complete acquisitions and/or projects approved by the Board of Directors.


                                       7
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

                     SELECTED FINANCIAL DATA FOR YEARS ENDED
                     ---------------------------------------
                    JUNE 30, 1999, 1998, 1997, 1996 AND 1995
                    ----------------------------------------


The selected  financial data as of June 30, 1999,  1998, 1997, 1996 and 1995 and
for each of the years then ended has been derived from the audited  consolidated
financial  statements of the Company. The selected financial data should be read
in  conjunction  with,  and is qualified  in its  entirety by, the  Consolidated
Financial  Statements  of the  Company  and the  notes  thereto  and  the  other
financial information included in Item 14 of the Annual Report.
<TABLE>
<CAPTION>

                                                                       Year Ended June 30,
                                            --------------------------------------------------------------------------
<S>                                             <C>            <C>           <C>             <C>           <C>
Statement of income data (000):                 1999           1998           1997           1996           1995
                                                ----           ----           ----           ----           ----
Revenues                                        $41,562        $34,057       $29,443         $23,715       $19,250
Direct costs                                     20,450         16,641        14,942          11,001         7,905
Gross profit                                     21,112         17,416        14,501          12,714        11,345
Operating expenses                               17,802         14,868        13,221          13,683         9,785
Unusual charges                                                                                1,101
                                                    320            723             -                             -
Income(loss) from operations                      2,990          1,825         1,280          (2,070)        1,560
Interest income (expense)                           231             20          (202)           (342)         (307)
Other income, net                                     -             40            50              87            59
Income(loss) before income taxes                  3,221          1,885         1,128          (2,325)        1,312
Provision (benefit) for income taxes              1,245            760           490            (842)          552
Net income (loss)                              $  1,976        $ 1,125       $   638         $(1,483)      $   760
Net income(loss) per diluted share*            $    .16        $   .10       $   .06         $ (0.15)      $   .08
* - not in thousands

                                                                            June 30,
                                            --------------------------------------------------------------------------
Balance Sheet Data (000):                       1999           1998           1997           1996           1995
                                                ----           ----           ----           ----           ----
Working capital (deficiency)                    $ 4,514        $   801       $(1,151)       $  (163)       $   210
Total assets                                     21,717         15,469        12,948         13,155         11,743
Capital lease obligations and notes
payable                                             282             19           215          2,142          1,406
Stockholders' equity                            $ 9,079        % 5,077       $ 3,648        $ 2,821        $ 4,323
</TABLE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

     The following  discussion and analysis  should be read in conjunction  with
"Selected Financial Data" and the audited  Consolidated  Financial Statements of
the Company and the related notes.

RESULTS OF OPERATIONS

     The Company is a full-service  consultative  marketing research corporation
that provides  marketing research and information to assist its clients with the
pricing  and  positioning  of  new  or  existing   products,   customer  loyalty
measurements, brand equity issues and other marketing concerns.


                                       8
<PAGE>

The following table sets forth,  for the periods  indicated  certain  historical
income statement and other data for the Company and also sets forth such data as
a percentage of gross revenues (in thousands).
<TABLE>
<CAPTION>

                                                                      Year Ended June 30,
                                                 1999                         1998                        1997
                                                 ----                         ----                        ----

<S>                                       <C>            <C>           <C>            <C>           <C>           <C>
  Revenues                                $41,562        100.0%        $34,057        100.0%        $29,443       100.0%
  Direct costs                             20,450         49.2          16,641         48.9          14,942        50.8
        Gross profit                       21,112         50.8%         17,416         51.1%         14,501        49.2%
  Operating expenses                       17,802         42.8          14,868         43.7          13,221        44.9
  Unusual costs                               320          0.8             723          2.1              --          --
  Income from operations                    2,990          7.2%          1,825          5.3%          1,280         4.3%
  Interest income (expense)                   231          0.6              20          0.1            (202)       (0.7)
  Other income, net                             -          0.0              40          0.1              50         0.2
  Income before income taxes                3,221          7.8%          1,885          5.5%          1,128         3.8%
  Provision for income taxes                1,245          3.0             760          2.2             490         1.6%
  Net  income                            $  1,976          4.8%       $  1,125          3.3%      $     638         2.2%

</TABLE>

FISCAL YEAR ENDED JUNE 30, 1999 AS COMPARED TO FISCAL YEAR ENDED JUNE 30, 1998

     Revenues  increased  approximately  22.0 percent from fiscal 1998 to fiscal
1999.  The  increases  are  primarily  the result of  increased  activity in its
Customer Loyalty and SMS divisions.

     The gross  profit of the Company  decreased  slightly  from 51.1 percent of
revenues in fiscal 1998 to 50.8  percent of revenues in fiscal  1999,  primarily
due to the  significantly  larger dollar value  contracts the Company  completed
over  the past  year.  The  Company's  average  contract  price  increased  from
approximately  $50,000 in fiscal 1998 to  approximately  $95,000 in fiscal 1999.
Larger   full-service  market  research  studies  generally  require  a  greater
percentage of data-collection and data-processing  costs, which typically lowers
the gross profit as a percentage of revenues.

     Operating  costs decreased  approximately  one percent from 43.7 percent of
revenues  in fiscal  1998 to 42.8  percent  of  revenues  in fiscal  1999.  This
decrease is the result of the Company's continuing efforts to keep its operating
costs down as it  continues  to generate  greater  revenues.  Additionally,  the
Company recognized an unusual charge of $320,000  associated with the retirement
of two executives.

     Income from  operations  increased  as a  percentage  of revenues  from 5.3
percent to 7.2 percent in fiscal 1999, or approximately $1,165,000. The increase
can be  attributed  mainly to the  Company's  ability  to  successfully  win and
complete larger contracts while maintaining its operating cost structure.

     Interest  income  increased  from 0.1 percent of revenues in fiscal 1998 to
0.6  percent  of  revenues  in  fiscal  1999,  or  approximately  $210,000  from
approximately  $20,000 in fiscal 1998 to approximately  $230,000 in fiscal 1999.
This  increase  is the  result  of the  interest  earned on the  increased  cash
balances of the Company.

     The provision for income taxes increased due to increased  income in fiscal
1999.  The effective tax rate decreased from 40.3 percent in fiscal 1998 to 38.6
percent in fiscal 1999 as a result of varying levels of work being  completed in
the states in which the Company operates. Overall, the Company increased its net
income as a  percentage  of sales from 3.3 percent in fiscal 1998 to 4.8 percent
in fiscal 1999, or  approximately  $850,000,  from  approximately  $1,125,000 in
fiscal 1998 to approximately $1,975,000 in fiscal 1999.

     The  Company  defines  backlog as the  unearned  portions  of its  existing
contracts  at  each  balance  sheet  date.   At  June  30,  1999,   backlog  was
approximately  $18,100,000 as compared to a backlog of approximately $12,300,000
at June 30, 1998. The  $18,100,000  figure is the largest  backlog figure in the
Company's  history.  The amount of backlog at any time may not be  indicative of
intermediate or long-term trends in the Company's operations.


                                       9
<PAGE>

FISCAL YEAR ENDED JUNE 30, 1998 AS COMPARED TO FISCAL YEAR ENDED JUNE 30, 1997

     Revenues  increased  approximately  15.7 percent from fiscal 1997 to fiscal
1998. This growth is the result of increased  activity in three of the Company's
four divisions.  The Customer Loyalty Division  experienced flat sales from year
to year due to increased competition.

     The gross profit of the Company  improved  from 49.2 percent of revenues in
fiscal  1997 to 51.1  percent  of  revenues  in fiscal  1998,  primarily  due to
improved operating  efficiencies.  This improvement reflects one of management's
goals which was to lower the costs of performing  research without impairing the
quality of the Company's products.

     Operating  costs  remained  flat  from  year  to year  as a  percentage  of
revenues.  The Company  realized an unusual cost  associated  with an employment
transitional agreement entered into with the former Chairman and Chief Executive
Officer in Fiscal 1998.

     Income from  operations  increased  as a  percentage  of revenues  from 4.3
percent to 4.9 percent in fiscal 1998, or approximately $545,000. On a pro forma
basis,   excluding  the  unusual   cost,   income  from   operations   increased
approximately  2.7 percent from fiscal 1997 to fiscal 1998,  which  reflects the
impact of the cost and expense reductions discussed by management.

     Interest income (expense)  changed from (0.7 percent) in fiscal 1997 to 0.1
percent in fiscal 1998. This primarily  reflects the elimination of bank debt in
the United Kingdom as well as better cash management in the United States.

     The provision for income taxes increased due to increased  income in fiscal
1998.  Overall,  the Company  increased  its net income as a percentage of sales
from 2.2 percent in fiscal 1997 to 3.3 percent in fiscal 1998, or  approximately
$447,000, including the unusual cost in fiscal 1998.

     At June 30, 1998,  backlog was  approximately  $12,300,000 as compared to a
backlog of approximately  $12,000,000 at June 30, 1997. The amount of backlog at
any time may not be  indicative  of  intermediate  or  long-term  trends  in the
Company's operations.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

     The Company's  cash balance  increased from  $2,097,347 to  $5,203,383,  an
increase of approximately  $3,100,000  during fiscal 1999. This increase in cash
can be  attributed  to the cash  generated  from  operations as well as the cash
received from an agreement  with a number of investors  who purchased  shares of
the Company's  stock in July of 1998.  This  agreement  consisted of the sale of
1,000,000  shares of common  stock at $2.25 per share and options to purchase an
aggregate of 250,000  shares of common  stock at an exercise  price of $2.25 per
share  (exercisable for 5 years). The Agreement also provides that the investors
will, under certain  circumstances,  provide or arrange for others to provide up
to  $25,000,000  in debt or equity  financing  to complete  acquisitions  and/or
projects  approved by the Board of Directors.  The Company netted  approximately
$1,925,000 after deducting all costs associated with the transaction.

     At June 30, 1999, the Company's  working  capital  increased  $3,712,811 to
$4,513,859  from $801,048 at June 30, 1998,  and the current ratio  increased to
1.38 from 1.08.

     For the  year  ended  June  30,  1999,  the  Company  generated  cash  from
operations of approximately $2,073,000. Additional stock issued to the investors
in July of 1998 and employee  exercised  stock  options and other  miscellaneous
items  added  approximately  $2,302,000,  for a  total  of  $4,375,000  of  cash
available  during the year.  The major uses of this cash were to  increase  cash
balances by approximately $3,100,000 and to purchase computer equipment,  office
furnishings   and  fund  leasehold   improvements   for  its  London  office  of
approximately $1,275,000.

     The Company has a loan  agreement  with Summit Bank,  located in Princeton,
New Jersey. The loan agreement contains the following:

       o  A $2.5 million  revolving  line of credit at a variable  interest rate
          based on certain  financial  ratios.  As of June 30, 1999, the rate is
          the prime rate less one-half  percent (prime rate at June 30, 1999 was
          7.75%). As of June 30, 1999, the Company was in compliance with all of
          the financial ratios and has not borrowed against this line.

       o  A $500,000 term line secured by  equipment,  furniture and fixtures at
          an interest  rate based on certain  financial  ratios.  As of June 30,
          1999, the rate is the prime rate less one-half percent. As of June 30,
          1999, the Company has not borrowed against this line.

                                       10
<PAGE>

     In addition,  the Company has a bank overdraft  facility of (pounds)300,000
(approximately  U.S. $475,000) with Barclays Bank, a London bank. The borrowings
are charged at a rate of 3 percent above the UK Base Rate (the base rate at June
30, 1999 was 5.0%).  At June 30, 1999 the  Company  had  borrowed  approximately
(pounds)178,917 (approximately U.S. $280,000) against this overdraft facility.

     All of these lines of credit are scheduled to expire on September 30, 1999.
The Company is currently negotiating terms for these lines to be extended.

     On June 30, 1999, the Company's  Board of Directors  authorized the Company
to  repurchase  from  time to time  over  the  next  two  years  in open  market
transactions  or  otherwise  up to one million  shares of the  Company's  common
stock.  The Company  expects to finance any repurchase  with cash generated from
operations.

Recent Trends
-------------

     During  fiscal 1999,  the Company  began a transition  from a  full-service
market research company to a full-service  marketing  services company.  Several
initiatives  have been announced  during the past six months to facilitate  this
transition.

     In April of 1999, the Company established the Idea Farm, Inc.(trademark), a
wholly-owned subsidiary, to focus primarily on promotional services that support
its agribusiness  clients,  such as peer influence meetings to educate customers
about a client's  products  and  services in a more  cost-effective  manner than
traditional promotional methods.

     In June of 1999, the Company established BlinkE(trademark),  a wholly owned
subsidiary,   that  integrates  the  Company's   advanced   marketing   research
capabilities with innovative  Internet  strategies in  business-to-business  and
retail e-commerce  applications  including  proactive  strategy  development and
advanced web site implementation.

     In July of  1999,  the  Company  introduced  Total  e-Survey(trademark),  a
web-survey  product that will combine its advanced market research  technologies
and  international  expertise with web survey  capabilities.  The online surveys
will be offered as part of its complete, integrated data collection and analysis
systems.   The  Company   anticipates   using  Total   e-Survey(trademark)   for
strategically  designed  surveys  on  topics  of  current  interest  as  well as
client-specific programs.

Impact of Inflation
-------------------

     Inflation  had no  material  effect  on the  financial  performance  of the
Company during fiscal 1999.



                                       11
<PAGE>

YEAR 2000

     The Year 2000 issue is the result of computer  programs being written using
two  digits  rather  than  four to define a  specific  year.  Absent  corrective
actions,  a computer  program that has date  sensitive  software may recognize a
date using "00" as the year 1900 instead of the year 2000.  This could result in
system failures or miscalculations causing disruptions to various activities and
operations.

     The  Company  recognizes  the  importance  of  ensuring  that  neither  its
customers  nor its business  operations  are  disrupted as a result of Year 2000
software failures.  The Company has surveyed, and continues to communicate with,
customers,  suppliers,  financial  institutions  and other vendors with which it
does business to coordinate Year 2000 conversion  efforts.  Based on the results
of this ongoing  information  exchange,  the Company believes that any risks are
minimal and that its systems are substantially  Year 2000 compliant.  Management
has initiated a  Company-wide  program that will make it Year 2000  compliant by
November 1, 1999.  The Company  expects to incur  internal staff costs and other
expenses  necessary during the course of such compliance efforts and the Company
has replaced  some systems and  upgraded  others.  The total cost of this effort
will be $100,000 - $150,000  and has been funded by cash flows from  operations.
The Company does not expect Year 2000 issues to materially  effect its products,
services,  competitive position or financial performance.  However, there can be
no assurance that this will be the case. The ability of third parties with which
the Company  transacts  business to adequately  address their internal Year 2000
issues is outside the  Company's  control.  There can be no  assurance  that the
failure of such third parties to adequately  address their  respective Year 2000
issues  will not have a  material  adverse  effect  on the  Company's  business,
financial condition, cash flows and results of operations.

     The Company  currently  has no  contingency  plans in place in the event it
does not complete all phases of the Year 2000 program.

ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKETING RISK

The Company has one foreign subsidiary whose financial statements are translated
using  the  accounting  policies  described  in  Note  1 of  the  Notes  to  the
Consolidated  Financial Statements.  The Company is subject to exposure from the
risk of currency  fluctuations as the value of the foreign  currency  fluctuates
against the dollar.  The Company does not believe that it is exposed to material
foreign exchange market risk.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements and notes thereto are presented under Item
14 of this Report.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.


                                       12
<PAGE>

                                    PART III

     Information  required under Items 10, 11, 12 and 14 is incorporated  herein
by reference to the Company's  definitive  proxy  statement to be filed with the
Securities  and  Exchange  Commission  within 120 days after the year covered by
this Form 10-K with respect to its Annual Meeting of  Stockholders to be held on
December 8, 1999.


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS OF FORM 8K


(a)      The following documents are filed as part of this report.


1.  Financial Statements                                          Page Reference
    --------------------                                          --------------

    Report of Independent Auditors.                                  F-1 - F-2

    Consolidated Balance Sheets as of June 30, 1999 and 1998.         F-3

    Consolidated Statements of Operations for the years ended
      June 30, 1999, 1998 and 1997.                                   F-4

    Consolidated Statements of Stockholders' Equity for the years
      ended June 30, 1999, 1998 and 1997.                             F-5

    Consolidated Statements of Cash Flows for the years ended
      June 30, 1999, 1998 and 1997.                                   F-6

    Notes to Consolidated Financial Statements.                       F-7

2.  Financial Statement Schedule
    ----------------------------

    Schedule II - Valuation and Qualifying Accounts                   S-1


     All  other  schedules  for  which  provision  is  made  in  the  applicable
accounting  regulations  of the  Securities  and  Exchange  Commission  are  not
required  under the related  instructions  or are  inapplicable  or the required
information is given in the Financial Statements or Notes thereto, and therefore
have been omitted.

(b)      Reports on Form 8K

         None

                                       13
<PAGE>

(c)      Exhibits
         --------

     The  following  documents  are  filed as part of this  Form 10K at the page
indicated or are incorporated by reference herein. Any document  incorporated by
reference  is  identified  by a  parenthetical  reference to the filing with the
Commission which included such document.

Exhibit No.                                 Description
-----------                                 -----------

2         Certificate of Merger dated February 17, 1987;

3.1       Certificate of Incorporation of the Company (incorporated by reference
          to Exhibit 3.1 to the Registration Statement on Form S-18, as amended,
          Registration No. 33-9078-NY; the"Form S-18");

3.2       By-laws of the Company  (incorporated  by  reference to Exhibit 3.2 to
          the Form S-18);

10.1      Lease,  dated  as of  December  12,  1985,  between  the  Company  and
          Bellemeade  Development  Corporation  (incorporated  by  reference  to
          Exhibit 10.2 to the Form S-18);

10.2      Total Research  Corporation Savings & Retirement Plan (incorporated by
          reference to Exhibit 10.3 to the Form S-18);

10.3      Employment  Agreement,  dated January 1, 1999, between the Company and
          Terri Flanagan;

10.4      Sublease,  dated July 17,  1997,  between  the  Company  and  Hexaware
          Technologies  (incorporated  by  reference to Exhibit      to the Form
          S-18);

10.5      Employment  Agreement,  dated July 1, 1998,  between  the  Company and
          Albert Angrisani;

10.6      Employment  Agreement,  dated January 1, 1999, between the Company and
          Patti Hoffman;

10.7      Employment  Agreement,  dated January 1, 1999, between the Company and
          Eric Zissman;

10.8      Employment  Agreement,  dated January 1, 1999, between the Company and
          Mark Nissenfeld;

10.9      Loan  Agreement  between  Summit Bank and the Company dated January 1,
          1999.

10.10     1995 Stock Incentive Plan  (incorporated  by reference by the Form S8,
          Registration No. 333-74635);

10.11     1986 Stock Incentive Plan  (incorporated  by reference by the Form S8,
          Registration No. 333-74631);

21.1      List of Subsidiaries;

23.1      Consent of Ernst & Young LLP dated September 28, 1999;

23.2      Consent of Amper, Politziner & Mattia dated September 27, 1999;

27        Financial Data Schedule (EDGAR only).


                                       14
<PAGE>

                           TOTAL RESEARCH CORPORATION
                                 AND SUBSIDIARY

                               For the Years Ended
                          June 30, 1999, 1998 and 1997

<TABLE>
<CAPTION>


<S>                                                                                                  <C>
Independent Auditors Reports                                                                         F-1

Consolidated Balance Sheets as of June 30, 1999 and 1998                                             F-3

Consolidated Statements of Operations for the Years Ended June 30, 1999, 1998 and 1997               F-4

Consolidated  Statements of Stockholders' Equity for the Years Ended June 30, 1999, 1998             F-5
and 1997

Consolidated Statements of Cash Flows for the Years Ended June 30, 1999, 1998 and 1997               F-6

Notes to the Consolidated Financial Statements                                                       F-7

Schedules:

   Schedule II - Valuation and Qualifying Accounts                                                   S-1
</TABLE>



                                       15
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT




To the Board of Directors and
Stockholders of Total Research
Corporation and Subsidiary

We have audited the  accompanying  consolidated  balance sheet of Total Research
Corporation  and  Subsidiary  as of June 30, 1999 and the  related  consolidated
statements of operations,  stockholders' equity and cash flows for the year then
ended. Our audits also included the financial  statement  schedule listed in the
Index at Item 14A.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated  financial position of Total
Research  Corporation  and  Subsidiary as of June 30, 1999 and the  consolidated
results  of their  operations  and their  cash  flows for the year then ended in
conformity with generally accepted accounting principles.  Also, in our opinion,
the related  financial  statement  schedule,  when considered in relation to the
basic  financial  statements  taken as a whole,  presents fairly in all material
respects the information set for therein.



                                                     /s/ Ernst & Young, LLP
                                                     --------------------------
                                                     ERNST & YOUNG, LLP

August 27, 1999
MetroPark, New Jersey

                                      F-1
<PAGE>


                          INDEPENDENT AUDITOR'S REPORT



To the Board of Directors and
Stockholders of Total Research
Corporation and Subsidiary

We have audited the  accompanying  consolidated  balance sheet of Total Research
Corporation  and  Subsidiary  as of June 30, 1998 and the  related  consolidated
statements  of  operations,  stockholders'  equity  and cash flows for the years
ended June 30, 1998 and 1997. These financial  statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated  financial position of Total
Research  Corporation  and  Subsidiary  as of June 30, 1998,  and the results of
their  operations  and their cash flows for the years June 30,  1998 and 1997 in
conformity with generally accepted accounting principles.



/s/AMPER, POLITZINER & MATTIA, PC

September 21, 1998
Edison, New Jersey



                                      F-2
<PAGE>

                    TOTAL RESEARCH CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                    JUNE 30,

<TABLE>
<CAPTION>
                                                                             1999                 1998
                                                                             ----                 ----

<S>                                                                           <C>                 <C>
Current assets
Cash and cash equivalents                                                     $ 5,203,383         $2,097,347
Accounts receivable, less allowance for                                         7,068,199          6,451,545
 doubtful accounts of $110,000 at June 30, 1999
 and June 30, 1998
Cost and estimated earnings in excess of                                        3,248,270          1,201,265
 billings on uncompleted contracts
Deferred taxes                                                                    330,000            243,000
Prepaid expenses and other current assets                                         585,262            715,376
                                                                              -----------        -----------
Total current assets                                                           16,435,114         10,708,533

Fixed assets, less accumulated depreciation of $4,553,729 and                   2,609,152          2,110,914
$3,923,493, respectively
Goodwill, net of accumulated amortization of $379,181 and $301,337,             1,644,696          1,722,540
respectively
Deferred Taxes                                                                    264,000            361,100
Other assets                                                                      763,767            566,071
                                                                              -----------        -----------
                                                                             $ 21,716,729       $ 15,469,158

Liabilities and Stockholders' Equity

Current liabilities
Revolving line of credit                                                       $  282,027            $     -
Accounts payable                                                                4,038,566          3,385,709
Accrued expenses and other current liabilities                                  3,512,938          2,834,060
Billings in excess of costs and estimated earnings                              3,373,665          3,394,545
Income taxes payable                                                              714,059            293,171
                                                                              -----------        -----------
Total current liabilities                                                      11,921,255          9,907,485


Other long-term liabilities                                                       716,605             484,207
                                                                              -----------        -----------

                                                                               12,637,860          10,391,692
                                                                              -----------        -----------

Stockholders' equity
Common stock authorized 20,000,000 shares
 .001 par value, 11,761,608 shares issued
 at June 30, 1999 and 10,476,108 shares issued
 at June 30, 1998                                                                  11,762             10,476
Additional paid-in capital                                                      6,627,782          4,172,904
Retained earnings                                                               3,134,938          1,159,201
Accumulated other comprehensive income                                           (35,925)             22,602
                                                                              -----------        -----------

                                                                                9,738,557          5,365,183
Less: Treasury Stock, at cost                                                   (659,688)          (287,717)
                                                                              -----------        -----------
Total Stockholders' equity                                                      9,078,869          5,077,466
                                                                              -----------        -----------

Total liabilities and stockholders' equity                                    $21,716,729        $15,469,158
                                                                              ===========        ===========

</TABLE>
                 See accompanying notes to financial statements



                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                                        TOTAL RESEARCH CORPORATION AND SUBSIDIARY
                                          CONSOLIDATED STATEMENTS OF OPERATIONS
                                              FOR THE YEARS ENDED JUNE 30,


                                             1999                  1998                   1997
                                             ----                  ----                   ----

<S>                                      <C>                    <C>                    <C>
Revenues                                 $41,561,835            $34,057,084            $29,443,302
Direct costs                              20,450,287             16,641,169             14,941,632
                                         -----------            -----------            -----------

Gross profit                              21,111,548             17,415,915             14,501,670

Operating expenses                        17,801,453             14,868,072             13,221,437

Unusual charge                               320,000                723,000
                                         -----------            -----------            -----------
                                                                                                 -

Income from operations                     2,990,095              1,824,843              1,280,233

Interest income (expense), net               230,462                 20,424              (202,133)
Other income, net                                                    40,000                 50,050
                                                   -
                                         -----------            -----------            -----------
Income before provision
for income taxes                           3,220,557              1,885,267              1,128,150

Provision for income taxes                 1,244,820                760,450                489,955
                                         -----------            -----------            -----------

Net income                                $1,975,737             $1,124,817             $  638,195
                                          ==========             ==========             ==========

Earnings per share
 Basic                                     $    0.17              $    0.11              $    0.06
 Diluted                                   $    0.16              $    0.10              $    0.06

Weighted average common shares
Outstanding       - Basic                 11,586,010             10,118,908              9,978,351
                  - Diluted               12,693,423             11,704,804             10,357,073

                                            See accompanying notes to financial statements
</TABLE>


                                      F-4
<PAGE>

<TABLE>
<CAPTION>
                                             TOTAL RESEARCH CORPORATION AND SUBSIDIARY
                                          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


                                             Common Stock                                           Treasury Stock
                                      ---------------------------                                 ------------------
                                                                    Accumulated    Retained
                                                        Additional    Other        Earnings                              Total
                                  Shares                Paid-In    Comprehensive  (Accumulated                        Stockholders
                                  Issued      Amount    Capital      Income        Deficit)       Shares      Amount     Equity
                                  ------      ------    -------      ------        --------       ------      ------     ------


<S>                           <C>            <C>       <C>            <C>         <C>              <C>      <C>       <C>
Balance-June 30, 1996          9,882,108     $ 9,882   $ 3,505,835    $(90,685)   $ (603,811)        -      $      -  $2,821,221

                                                                                                     -

Exercise of options              162,000         162        70,710           -             -         -             -      70,872

Translation adjustment                 -           -             -     117,780             -         -             -     117,780

    Net Income                         -           -             -           -       638,195         -             -     638,195
                              ----------      ------     ---------      ------     ---------    ------      --------   ----------

Balance - June 30, 1997       10,044,108      10,044     3,576,545      27,095        34,384         -             -   3,648,068
                              ----------      ------     ---------      ------     ---------    ------      --------   ----------

Exercise of Options              432,000         432       172,359           -             -    92,930      (287,717)   (114,926)

Tax Benefit - Exercise of
Options                                -           -       424,000           -             -         -             -     424,000

Translation adjustment                 -           -             -      (4,493)            -         -             -      (4,493)

    Net Income                         -           -             -           -     1,124,817         -             -    1,124,817
                              ----------      ------     ---------      ------     ---------    ------      --------   ----------

Balance-June 30, 1998         10,476,108      10,476     4,172,904      22,602     1,159,201    92,930      (287,717)  $5,077,466
                              ----------      ------     ---------      ------     ---------    ------      --------   ----------

Exercise of Options              285,500         286       259,906           -             -    98,949      (371,971)    (111,779)

Tax Benefit - Exercise of                                                    -             -
Options                                                    272,420                                                        272,420

Shares issued to group of
investors                      1,000,000       1,000     1,922,552           -             -                       -    1,923,552

Translation adjustment                 -           -             -     (58,527)            -                       -      (58,527)

    Net Income                                     -                         -     1,975,737                             1,975,737
                                       -                         -                                   -             -
                              ----------      ------     ---------      ------     ---------    ------      --------   ----------

Balance-June 30, 1999         11,761,608    $ 11,762    $6,627,782  $  (35,925)   $3,134,938   191,879     $(659,688)   $9,078,869
                              ==========      ======    ==========     =======    ==========   =======     =========    ==========


                                            See accompanying notes to financial statements
</TABLE>

                                      F-5
<PAGE>

<TABLE>
<CAPTION>
                                               TOTAL RESEARCH CORPORATION AND SUBSIDIARY
                                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                     FOR THE YEARS ENDED JUNE 30,

                                                              1999                          1998                       1997
                                                              ----                          ----                       ----
<S>                                                         <C>                        <C>                       <C>
  Cash flows from operating activities

  Net income                                                $   1,975,737              $   1,124,817             $       638,195
                                                            -------------              -------------             ---------------
  Adjustments to reconcile net income
   to net cash provided by operating activities
  Depreciation                                                    776,371                    588,937                     634,903
  Amortization                                                    343,250                    237,844                     237,844
  Accretion of warrants                                                 -                          -                       8,000
  Deferred tax benefit                                             10,100                    (93,320)                     262,015
  Changes in operating assets and liabilities
     Accounts receivable                                         (616,654)                (1,349,949)                   (935,110)
     Cost and estimated earnings in excess of billing
        on uncompleted contracts                               (2,047,005)                    39,587                     496,882
     Prepaid expenses and other current assets                    130,114                   (147,591)                   136,047
     Other assets                                                (463,103)                     5,845                      13,251
     Income tax refund receivable                                       -                          -                     841,495

     Accounts payable                                             652,857                  1,279,154                     158,151
     Accrued expenses and other current liabilities               678,878                    187,830                     942,376
     Accrued restructuring costs                                        -                          -                   (425,500)
     Billings in excess of costs and estimated
      Earnings                                                   (20,880)                  (492,827)                   1,772,230
     Income taxes payable                                         420,888                    126,697                      80,171
     Other long-term liabilities                                  232,398                    205,189                      40,957
                                                            -------------              -------------             ---------------
  Net cash provided by operating activities                     2,072,951                  1,712,213                   4,901,907
                                                            -------------              -------------             ---------------

  Cash flows from investing activities
  Purchases of equipment and lease improvements               (1,274,609)                  (383,221)                   (721,328)
                                                            -------------              -------------             ---------------

  Net cash used in investing activities                       (1,274,609)                  (383,221)                   (721,328)
                                                            -------------              -------------             ---------------

  Cash flows from financing activities
  Increase (decrease) in revolver                                 282,027                  (214,575)                 (3,512,217)
  Payment under capital lease obligations, net                          -                          -                    (97,272)
  Proceeds from issuance of common stock                        2,084,194                    309,073                      70,872
                                                            -------------              -------------             ---------------
  Net cash provided by (used in) financing
     activities                                                 2,366,221                     94,498                 (3,538,617)
                                                            -------------              -------------             ---------------
  Effect of foreign exchange rate changes on cash                (58,527)                    (4,493)                     32,187
                                                            -------------              -------------             ---------------
  Net increase in cash and cash
   equivalents                                                  3,106,036                  1,418,997                    674,149
  Cash and cash equivalents - beginning of year                 2,097,347                    678,350                      4,201
                                                            -------------              -------------             ---------------
  Cash and cash equivalents  - end of year                $     5,203,383                $ 2,097,347              $     678,350
                                                            =============              =============              =============

  Supplemental disclosures of cash flow information
  Income taxes paid                                              $493,310                  $  54,750                  $  90,149
  Interest paid                                                   $43,789                  $  17,759                  $ 191,370

  Supplemental disclosure of non-cash financing
  activity (treasury stock)
  Exchange of common stock as payment for  exercised
  stock options                                                $  371,971                 $  287,717                    $     -

                                            See accompanying notes to financial statements
</TABLE>


                                      F-6
<PAGE>

                    TOTAL RESEARCH CORPORATION AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements



NOTE 1 - THE COMPANY
         -----------

     The Company performs  marketing research and marketing services for various
Fortune 100  companies in a broad  spectrum of  industries.  No single  customer
accounted  for more than 10% of the  Company's  revenues in the years ended June
30, 1999, 1998 and 1997.

     The Company services these clients through its U.S. locations in Princeton,
NJ; Minneapolis, MN; Poughkeepsie,  NY; Detroit, MI; Tampa, FL; and its overseas
location, London, England.

NOTE 2  - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          --------------------------------------------

REVENUE RECOGNITION
-------------------

     The Company  employs the  percentage of completion  method of accounting to
report its revenues on its single-client  studies, while on multi-client studies
it recognizes  revenues  when the results are delivered to its clients.  Clients
are generally  billed in accordance with the terms of the applicable  contracts,
which are not necessarily indicative of the stage of completion of the project.

     For single-client  studies, the stage of completion and earned revenues are
determined for each project for the applicable  period.  The amount by which the
work completed  exceeds billings to clients is carried as a current asset on the
Company's balance sheet and is shown as "costs and estimated  earnings in excess
of billings" on uncompleted contracts. Where billings exceed work completed, the
amounts are carried on the Company's  balance  sheet as a current  liability and
are shown as "billings in excess of costs and estimated earnings."

PRINCIPLES OF CONSOLIDATION
---------------------------

     The consolidated  financial  statements include the accounts of the Company
and its  subsidiary,  Total  Research  Limited,  after  elimination  of material
intercompany accounts and transactions.

USE OF ESTIMATES
----------------

     The  preparation of the financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amount of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS
-------------------------

     For the purpose of the statement of cash flows,  cash  equivalents  include
certificates  of deposit and all highly  liquid debt  instruments  with original
maturities of three months or less.

FIXED ASSETS
------------

     Fixed  assets  are  stated  at cost.  Depreciation  is  computed  using the
straight-line  method over the estimated useful lives of the assets: three years
for  transportation  equipment  and five to ten years for office  equipment  and
furnishings.  Leasehold  improvements  are  amortized  over the  shorter  of the
economic lives or the underlying lease term.  Repairs and maintenance,  which do
not extend the useful lives of the related assets, are expensed as incurred.

                                      F-7
<PAGE>

DEFERRED RENT
-------------

     The  excess of lease  payments  on a  straight-line  basis  over the actual
monthly  payments is recorded as  deferred  rent,  which will  reverse in future
periods.   Included  in  other   long-term   liabilities  is  deferred  rent  of
approximately $484,000 and $309,000 as of June 30, 1999 and 1998, respectively.

GOODWILL
--------

     Goodwill has been recorded in relation to the excess of the purchase  price
over the fair values of the identified  assets acquired.  The Company  amortizes
goodwill over 25 years. The carrying value of goodwill is evaluated periodically
in relation to the operating  performance and future undiscounted net cash flows
of the underlying business.  Investment  adjustments will be recorded if the sum
of expected future net cash flows is less than the book value of the goodwill.

INCOME TAXES
------------

     The provision for income taxes includes Federal,  foreign,  state and local
income taxes  currently  payable and receivable  and those  deferred  because of
temporary  differences  between the financial  statement and tax basis of assets
and liabilities. The unremitted earnings of the Company's foreign subsidiary are
considered to be  permanently  reinvested and are not expected to be remitted to
the parent company.

IMPAIRMENT OF LONG-LIVED ASSETS
-------------------------------

     The  Company  records  impairment  losses  on  long-lived  assets  used  in
operations  or expected to be disposed  when events and  circumstances  indicate
that the assets might be impaired and the  undiscounted  cash flows estimated to
be generated by those assets are less than the carrying amounts of those assets.

STOCK-BASED COMPENSATION
------------------------

     As  permitted  by  FASB  Statement  No.  123,  Accounting  for  Stock-Based
Compensation,  the  Company  has elected to follow  Accounting  Principal  Board
Opinion No. 25,  Accounting  for Stock Issued to Employees  (APB 25) and related
interpretations  in accounting for its employee  option plans.  Under APB 25, no
compensation  expense is  recognized at the time of option grant if the exercise
price of the Company's  employee  stock option equals or exceeds the fair market
value of the underlying common stock on the date of grant.

EARNINGS PER SHARE
------------------

     In 1997, the Financial Accounting Standards Board issued Statement No. 128,
Earnings Per Share.  Statement 128 replaced the calculation of primary and fully
diluted  earnings per share with basic and diluted  earnings  per share.  Unlike
primary  earnings  per share,  basic  earnings  per share  excludes any dilutive
effects of options,  warrants and convertible  securities.  Diluted earnings per
share is very similar to the  previously  reported  fully  diluted  earnings per
share.  All earnings per share amounts for all periods have been presented,  and
where appropriate, restated to conform to the Statement 128 requirements.


                                      F-8
<PAGE>

COMPREHENSIVE INCOME
--------------------

     As of July 1, 1998,  the  Company  adopted  Statement  No.  130,  Reporting
Comprehensive Income.  Statement 130 establishes new rules for the reporting and
display  of  comprehensive  income  and its  components.  Since  this  Statement
requires only  additional  disclosure,  there will be no effect on the Company's
results of operations  or financial  position.  Statement  130 requires  foreign
currency  translation  adjustments,   which  prior  to  adoption  were  reported
separately  in  stockholders'  equity,  to be  included  in other  comprehensive
income. Prior year financial statements have been reclassified to conform to the
requirements of Statement 130.

SEGMENTS
--------

     Effective July 1, 1998, the Company adopted Statement No. 131,  Disclosures
about  Segments  of  an  Enterprise  and  Related  Information.   Statement  131
superceded FASB Statement No. 14, Financial Reporting for Segments of a Business
Enterprise. Statement 131 establishes standards for the way that public business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  Statement 131 also establishes
standards for related disclosures about products and services, geographic areas,
and major  customers.  The adoption of Statement  131 did not affect  results of
operations  or  financial  position,  but did affect the  disclosure  of segment
information. See Note 11.

FOREIGN OPERATIONs
------------------

     The  assets  and  liabilities  of Total  Research  Limited  operations  are
translated  at  current  exchange  rates,  and  income  statement  accounts  are
translated  at the  weighted  average  rates  during  the  period.  The  related
translation   adjustments  are  recorded  as  a  separate   component  of  other
comprehensive income.

NOTE 3 -          CONCENTRATION OF CASH BALANCE
                  -----------------------------

     At June 30, 1999,  a cash balance of  $5,049,009  is  maintained  in a bank
account  insured by the  Federal  Deposit  Insurance  Corporation  (FDIC).  This
balance exceeds the insured amount of $100,000.

NOTE 4 -          FIXED ASSETS
                  ------------

Fixed assets consist of the following:
                                                          June 30,
                                               1999                   1998
                                               ----                   ----

Office Equipment & Fixtures                 $ 6,421,769             $ 5,729,984

Leasehold Improvements                          741,113                 304,423
                                              ---------               ---------

                                              7,162,882               6,034,407

Less: Accumulated depreciation
        and amortization                      4,553,729               3,923,493
                                              ---------               ---------
                                         $    2,609,153          $    2,110,914
                                              =========               =========

Depreciation  expense  for the  years  ended  June 30,  1999,  1998 and 1997 was
approximately $692,000, $585,000 and $631,000, respectively.

Amortization  expense  for the  years  ended  June 30,  1999,  1998 and 1997 was
approximately $84,000, $4,000 and $4,000, respectively.



                                      F-9
<PAGE>

NOTE  5 -  NOTES PAYABLE
           -------------

     The Company has the following agreements in the United States:

     A $2.5 million  revolving line of credit at a variable  interest rate based
on certain  financial  ratios.  As of June 30, 1999, the rate is prime (7.75% at
June 30, 1999) plus one-half percent.  As of June 30, 1999, the Company complied
with all of the financial ratios and has not borrowed against this line.

     A $500,000 term line collateralized by equipment, furniture and fixtures at
an interest rate based on certain  financial  ratios.  As of June 30, 1999,  the
rate is the prime  plus  one-half  percent.  As of June 30,  1999,  the  Company
complied  with all of the  financial  ratios and has not  borrowed  against this
line.

     In addition,  the Company has a bank overdraft  facility of (pounds)300,000
(approximately  $472,500 U.S.  dollars) with Barclays Bank, its London bank. The
borrowings  are charged at a rate of 3 percent  above the UK base Rate (at 5.00%
on June 30,  1999).  At June 30,  1999 the Company  had  borrowed  approximately
(pounds)178,917  (approximately  $280,000 U.S.  dollars)  against this overdraft
facility.

All of these lines of credit are scheduled to expire on September 30, 1999.  The
Company is currently negotiating terms for these lines to be extended.

NOTE  6 -  COMMITMENTS AND CONTINGENCIES
           -----------------------------

OPERATING LEASES
----------------

The Company is committed under various leases for office space. In addition, the
Company subleases a portion of its office premises.  Approximate  future minimum
rental payments and sublease rentals under non-cancelable leases are as follows:


                                         For the Years Ending
                                               June 30,
                                               --------

                             Rental               Sublease
                            Payments              Rentals             Net
                            --------              -------             ---

2000                        1,671,927             314,181           1,357,746
2001                        1,805,716             326,595           1,479,121
2002                        1,777,649             341,333           1,436,316
2003                        1,771,919             259,601           1,512,318
2004                        1,640,479                   -           1,640,479
Thereafter                  2,579,425                               2,579,425
                                                        -
                        -------------         -----------        ------------

Total minimum
Payments required       $  11,247,115         $ 1,241,710        $ 10,005,405
                        =============         ===========        ============
In addition to the above minimum  rentals,  the leases are subject to escalation
clauses  covering  increases in real estate taxes and  operating  costs over the
base year.  The leases  provide for renewal  options for periods from two to ten
years.  Net rental expense charged to operations was  approximately  $1,178,000,
$1,130,000  and  $1,572,000  for the fiscal years ended June 30, 1999,  1998 and
1997, respectively.

                                      F-10
<PAGE>

EMPLOYMENT AGREEMENTS
---------------------

The  Company  has  entered  into  employment   agreements  with  key  management
personnel.  These  agreements  expire at different  times through June 30, 2001.
They contain  provisions  for future base salaries  through this date that total
$1,144,000.  There is also a bonus  arrangement for up to 20 percent of the base
salary if  individual  goals are met. In addition,  they will be eligible for an
excess bonus if they exceed such goals.

On July 1, 1998,  the  Company  entered  into an  employment  agreement  with an
officer of the Company, providing, among other things, for the employment by the
Company  of the  officer  for a term  of  three  years,  effective  immediately.
Included  in other  assets  as of June  30,  1999 is a  non-collateralized  loan
receivable from this officer amounting to $100,000 which is due June 30, 2001.


NOTE 7 -   INCOME TAXES
           ------------

Deferred tax attributes  resulting from differences between financial accounting
amounts and tax basis of assets and liabilities at June 30 are as follows:

Current assets and (liabilities)                1999           1998
                                                ----           ----

Allowance for doubtful accounts                $ 43,000         $ 44,000
Accrued vacation                                148,000           64,000
Retirement plans                                 83,000           54,000
Accrued royalties                                     -           39,000
Accrued expenses                                 26,000           42,000
Other                                            30,000                -
                                               --------         --------

Total current deferred tax asset             $  330,000       $  243,000
                                               --------         --------
Non-current assets and (liabilities)
Depreciation                                 $(198,000)       $(220,000)
Deferred rental obligation                      172,000          124,000
Capitalized market research products             84,000          119,100
State net operating loss carryforward                 -           80,000
Severance plan                                  212,000          254,000
Other                                           (6,000)            4,000
                                               --------         --------
Total non-current deferred tax asset        $   264,000      $   361,100
                                             ==========       ==========


The Company has a history of operating  earnings.  Although  recognition  is not
assured,  management  has  determined  that the future  operating  income of the
Company will more likely than not be  sufficient  to  recognize  fully these net
deferred tax assets. As a result,  no valuation  allowance has been provided for
either year.

The  sources  of income  before  income  taxes for the year  ended June 30 is as
follows:

                         1999              1998                     1997
                         ----              ----                     ----

United States         $2,422,613        $1,144,775               $808,217
United Kingdom           797,944           740,492                319,933
                       ---------         ---------              ---------
Total                 $3,220,557        $1,885,267             $1,128,150
                       =========         =========              =========


                                      F-11
<PAGE>

                    TOTAL RESEARCH CORPORATION AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements

NOTE 7 -   INCOME TAXES
           ------------

The components of the provision for income taxes for the years ended June 30 are
as follows:

                                     1999              1998             1997
                                     ----              ----             ----

Current expense

Federal                        $  866,768       $   601,320     $     99,600
State                             138,095                 -                -
United Kingdom                    229,886           252,450          128,340
                                ---------           -------          -------
                                1,234,749           853,770          227,940
Deferred expense (benefit)         10,071          (93,320)          262,015
                                ---------           -------          -------
                               $1,244,820       $   760,450      $   489,955
                                =========           =======          =======

Reconciliation of the U.S.  statutory tax rate to the effective tax rate for the
years ended June 30 is as follows:

                                                 1999       1998        1997
                                                 ----       ----        ----

Computed provision at the statutory rate   $1,055,508   $641,000    $383,571
Permanent differences                          39,967     33,000     $42,904
International rate differences                 12,707        450      17,118
State income tax, net                         136,638     69,000      48,493
Alternative minimum tax                             -          -    (40,000)
Other                                               -     17,000      37,869
                                           ----------   --------    --------
Income tax provision                       $1,244,820   $760,450    $489,955
                                           ==========   ========    ========


NOTE  8 -   EMPLOYEE BENEFIT AND DEFERRED COMPENSATION
            ------------------------------------------

The  Company  maintains  a  401(k)  Savings  Plan  for  the  benefit  of all its
employees.  The  401(k)  Savings  Plan  is  funded  through  the  Company's  and
participating employees' contributions and generally provides that employees may
contribute,  through payroll  reductions,  from 1% to 15% of their compensation.
The Company has, in the past, made a matching contribution in an amount equal to
50% of  each  participating  employee's  elective  contribution  up to 6% of the
participating   employee's   compensation.   Company  contributions  charged  to
operating expense were approximately $205,000,  $195,000 and $215,000 for fiscal
years ended June 30, 1999, 1998 and 1997, respectively.

NOTE  9 -   ACCRUED EXPENSES
            ----------------

The following is a summary of the items that  comprise the accrued  expenses and
other current liabilities at June 30:

                                          1999                1998
                                          ----                ----

Bonus and other payroll accrual       $1,966,181        $1,287,594
Vacation accrual                         392,568           318,568
Accrued project direct costs             200,000           164,450
Accrued unusual charges                  737,613           723,000
Other                                    216,576           340,448
                                      ----------        ----------
Totals                                $3,512,938        $2,834,060

                                      F-12
<PAGE>

NOTE  10 - STOCK OPTION PLANS
           ------------------

The Company has elected to apply  Accounting  Principles  Board  Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25) and related  interpretations
in  accounting  for its  employee  stock  options as permitted  under  Financial
Accounting   Standards   Statement   No.  123,  "Accounting   for   Stock-Based
Compensation,"  (SFAS  123) the fair  value  alternative  method.  Under APB 25,
because the exercise  price of the Company's  employee  stock options equals the
market  price of the  underlying  stock on the date of  grant,  no  compensation
expense is  recognized.  Under SFAS 123,  the Company will provide pro forma net
income and pro forma earnings per share.

The  Company's  1986 Stock  Option Plan has  authorized  the grant of options to
personnel for up to 1,800,000  shares of the Company's  common stock.  Under the
Plan,  options may be granted at not less than fair market  value on the date of
grant (85% of fair market value with respect to non-qualified options).  Options
granted  under the plan  become  exercisable  immediately  and expire five years
after the date of grant  (five years and one day with  respect to  non-qualified
options).  On April 16, 1996 the Company  adopted the 1995 Stock  Incentive Plan
and froze the 1986 Stock Option Plan.

The 1995 Stock  Incentive Plan has the authority to issue  2,500,000  options to
existing  and future  Officers,  Directors,  Employees  and  Consultants  of the
Company.   Incentive  Stock  Options  or  Non-Statutory   Stock  Options  become
exercisable  immediately  and may be issued for a term of no more than ten years
from the date of grant, at an option price not less than 100% of the fair market
value of the  Company's  common  stock at the date of grant.  In  addition,  any
non-employee  director  and/or  advisory board  director shall be  automatically
granted an option to purchase  10,000  shares of common stock for each year that
such person serves as a director.  However,  such options shall vest 33-1/3% for
each twelve months of continuous service until fully vested.

Pro forma information regarding net income and earnings per share is required by
SFAS  123 and has  been  determined  as if the  Company  had  accounted  for its
employee stock options under the fair value method of that  Statement.  The fair
value for all options was estimated at the date of grant using the Black-Scholes
option "pricing model with the following  weighted-average  assumptions for June
30, 1999, 1998 and 1997, respectively:  risk-free interest rates of 5.20%, 5.72%
and 6.50%;  dividend yields of 0%, 0% and 0%; volatility factors of the expected
market price of the Company's  common stock of .76 , .75 and .76; and a weighted
average expected life of the option of 5 years.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded  options which have no vesting  restrictions  and are fully
transferable.  In addition,  option valuation models require the input of highly
subjective  assumptions  including the expected stock price volatility.  Because
the  Company's  employee  stock  options  have   characteristics   significantly
different from those of traded  options,  and because  changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion,  the  existing  models do not  necessarily  provide a  reliable  single
measure of the fair value of its employee stock options.

                                                        June 30,
                                 1999             1998               1997
                                 ----             ----               ----
Pro forma net income           $1,640,445       $817,563           $70,437

Pro forma income per share
                     Basic           0.14           0.08              0.01
                     Diluted         0.13           0.07              0.01


Pro forma compensation expense arising from stock options was $335,292, $512,090
and $946,264 for the years ended June 30, 1999, 1998 and 1997, respectively.


                                      F-13
<PAGE>
NOTE  10 -        STOCK OPTION PLANS (CONTINUED)
                  ------------------------------

A summary of the Company's stock option  activity,  and related  information for
the years ended June 30, follows:
<TABLE>
<CAPTION>

                                     1999                            1998                            1997
                        ------------------------------- ------------------------------- -------------------------------
                                         Weighted -                      Weighted -                      Weighted -
                           Options         Average        Options         Average         Options         Average
                            (000)      Exercise Price      (000)       Exercise Price      (000)       Exercise Price
                            -----      --------------      -----       --------------      -----       --------------

Outstanding          -
Beginning of Year
<S>                           <C>              <C>            <C>          <C>           <C>               <C>
                              2,710            $1.04          2,832       $ 0.78         1,526             $0.71
   Granted                    1,429             2.50            330         2.38         1,726              0.83
   Exercised                  (286)           (1.07)          (431)       (0.43)         (162)            (0.44)
   Forfeited                      0                0           (21)       (0.86)         (258)            (0.87)
Outstanding  - end  of
year                          3,853            $1.56          2,710        $1.04         2,832             $0.78

Exercisable  - end  of
year                            876            $1.85          1,209        $1.32         1,332             $0.75


Weighted-average fair
value of options granted
 during the year:                              $1.61                       $1.55                           $0.55
</TABLE>

Following is a summary of the status of stock  options  outstanding  at June 30,
1999:
<TABLE>
<CAPTION>

                                                Outstanding Options                     Exercisable Options
                                                -------------------                     -------------------
                                          Weighted Average   Weighted Average                             Weighted
                                             Remaining        Exercise Price                               Average
 Exercise Price                           Contractual Life                                             Exercise Price
       Range                  Number                                                    Number
----------------------- ---------------- ------------------- ------------------ ------------------- ---------------------
<S>                         <C>               <C>                   <C>                <C>                   <C>
$  .00 - $  .99             1,855,000         2.3 years             $0.80              198,200               $0.68
$1.00 - $1.99                 328,000         2.3 years             $1.14              228,000               $1.20
$2.00 - $2.99               1,570,000         8.8 years             $2.40              350,000               $2.37
$3.00 - $3.99                 100,000         9.9 years             $3.81              100,000               $3.81
</TABLE>

The Company  received  98,949 and 92,300  shares of its own Common  Stock with a
fair market value of $371,971 and  $287,717 in  connection  with the exercise of
certain stock options during fiscal years 1999 and 1998, respectively.



                                      F-14
<PAGE>

                    TOTAL RESEARCH CORPORATION AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements

NOTE 11  -  GEOGRAPHIC SEGMENT INFORMATION
            ------------------------------

The Company identifies its segments based on the Company's  geographic locations
and  industries  in which the Company  operates.  The Company  currently has two
reportable  segments:  US Market Research and UK Market Research.  There were no
significant   inter-segment  events  which  materially  affected  the  financial
statements.  The Company  measures segment profits based on income before income
taxes.  Information on segments and reconciliation to consolidated total for the
years ended June 30 (in thousands) are as follows:

Year ended June 30, 1999:          US Market         UK Market           Total
                                    Research          Research         Segments
                                    --------          --------         --------

Revenues                             $28,990           $12,572          $41,562
Depreciation and amortization            902               218            1,120
Unusual charge                           320                 -              320
Operating income                       1,715               842            2,990
Interest income (expense)                274               (44)             230
Income before income taxes             2,423               798            3,221
Total assets                          14,783             6,934           21,717
Capital expenditures                     414               861            1,275

Year ended June 30, 1998:

Revenues                             $23,319           $10,738          $34,057
Depreciation and amortization            639               188              827
Unusual charge                           723                 -              723
Operating income                         980               845            1,825
Interest income (expense)                124              (104)              20
Other income                              40                 -               40
Income before income taxes             1,145               740            1,885
Total assets                           9,718             5,751           15,469
Capital expenditures                     110               273              383

Year ended June 30, 1997:

Revenues                             $20,781            $8,662          $29,443
Depreciation and amortization            701               172              873
Operating income                         912               368            1,280
Interest (expense)                      (154)              (48)            (202)
Other income                              50                 -               50
Income before income taxes               809               319            1,128
Total assets                           7,837             5,111           12,948
Capital expenditures                     558               163              721


                                      F-15
<PAGE>

NOTE 12 - STOCKHOLDERS' EQUITY
          --------------------


     On July  1,  1998,  the  Company  closed  an  agreement  with a  number  of
investors,  pursuant to which among other  things,  the  Investors  purchased an
aggregate of 1,000,000  shares of the Company's Common Stock at a price of $2.25
per share,  and the  Company  issued  options,  exercisable  at any time  within
five(5)  years from the  issuance  thereof,  to purchase an aggregate of 250,000
shares of the Company's Common Stock at an exercise price of $2.25 per share.

     The  terms  of  the  Purchase  Agreement  include  an  undertaking  by  the
Investors,  under  certain  circumstances,  to assist the  Company in  obtaining
$25,000,000  in debt or equity  financing  for  acquisitions  or other  projects
approved by the Board of Directors of the Company.

     On June 30, 1999, the Company's  Board of Directors  authorized the Company
to  repurchase  from  time to time  over  the  next  two  years  in open  market
transactions  or  otherwise  up to one million  shares of the  Company's  common
stock.  The Company  expects to finance any repurchase  with cash generated from
operations.

NOTE 13- UNUSUAL ITEMS
         -------------

     In fiscal 1999 the Company has entered into transition  agreements with two
former  employees and directors of the Company.  The  agreements end on June 30,
2001 and sets forth the total compensation of $320,000.

     In fiscal 1998 the Company entered into an employment  transition agreement
with the former Chairman of the Board and Chief Executive Officer, who now holds
the position of Chairman Emeritus and retains a seat on the Corporation's  Board
of  Directors.  The  agreement  ends on June 30,  2001 and sets  forth the total
compensation of $723,000.

NOTE 14 -  NEW ACCOUNTING STANDARDS
           ------------------------

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
----------------------------------------------

     In March 1998,  the  American  Institute of  Certified  Public  Accountants
issued  Statement of Position  98-1 (SOP"98-1"), "Accounting  for the Costs of
Computer Software  Developed or Obtained for Internal Use." SOP 98-1 establishes
standards  for  recording  the costs of  software  for  internal  use.  SOP 98-1
indicated that certain costs incurred in the development or purchase of software
designated for internal use should be capitalized.  All other  associated  costs
should be  expensed.  The Company  will adopt SOP 98-1 in the fiscal year ending
June 30, 2000.  Adoption of this statement is not anticipated to have a material
effect on the Company's financial position or results of operations.



                                      F-16
<PAGE>



                                   SIGNATURES

In  accordance  with  Section 13 or 15 (d) of the Exchange  Act, the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated:



                                      TOTAL RESEARCH CORPORATION


                                   By:/s/ Albert Angrisani
                                      -----------------------------------------
                                      ALBERT ANGRISANI, Chief Executive Officer

In  accordance  with Section 13 or 15 (d) of the Exchange  Act,  this report has
been signed below by the following  persons on behalf of the  Registrant  and in
the capacities and on the dates indicated.

                                      TOTAL RESEARCH CORPORATION


                                   By:/s/ David Brodsky
                                      -----------------------------------------
                                      DAVID BRODSKY, Chairman of the Board of
                                        Directors

Dated:
                                   By:/s/ Albert Angrisani
                                      -----------------------------------------
                                      ALBERT ANGRISANI, Chief Executive Officer

Dated:
                                   By:/s/ Eric C. Zissman
                                      -----------------------------------------
                                      ERIC C. ZISSMAN, Chief Financial Officer
                                        and Chief Accounting Officer

Dated:
                                   By:/s/ Howard Shecter
                                      -----------------------------------------
                                      HOWARD SHECTER, Director

Dated:
                                   By:/s/ George Lindemann
                                      -----------------------------------------
                                      GEORGE LINDEMANN, Director

Dated:
                                   By:/s/ Anthony Galli
                                      -----------------------------------------
                                      ANTHONY GALLI, Director

Dated:
                                   By:/s/ J. Edward Shrawder
                                      -----------------------------------------
                                      J. EDWARD SHRAWDER, Director

Dated:
                                   By:/s/ Lorin Zissman
                                      -----------------------------------------
                                      LORIN ZISSMAN, Director



<PAGE>

                 Schedule II - Valuation and Qualifying Accounts
                   TOTAL RESEARCH CORPORATION AND SUBSIDIARIES


Rule 12-09.    Valuation and Qualifying Accounts
<TABLE>
<CAPTION>

                                    Balance at       Charged to
                                    Beginning        Costs and            Deductions-      Balance at
Description                         of Period        Expenses             Describe         End of period
-----------                         ---------        --------             --------         -------------

<S>                                  <C>                   <C>                <C>            <C>
YEAR ENDED JUNE 30, 1999:

Allowance for uncollectible
  accounts                           $110,000                -                  -            $110,000

YEAR ENDED JUNE 30, 1998:

Allowance for uncollectible
  accounts                           $110,000                -                  -            $110,000

YEAR ENDED JUNE 30, 1997:

Allowance for uncollectible
  accounts                           $110,000                -                  -            $110,000

</TABLE>


                                      S-1