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, 2001.

[ ]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
---------------------------           -----------------------------------------

                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 (ss.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 August 29, 2001 was $28,073,516. As of August 29, 2001, there were 13,537,167
shares of the Company's Common Stock ($.001 par value) outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

None.


<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

MERGER WITH HARRIS INTERACTIVE INC.

     On August 6, 2001, the Company announced the signing of a definitive merger
agreement with Harris Interactive Inc., a Delaware corporation  ("Harris").  The
merger, which is subject to regulatory approval and approval by the stockholders
of both  companies,  calls for Harris to exchange  1.222 shares of Harris common
stock,  par value $.001 per share, for each share of the Company's common stock,
par value $.001 per share. When completed, existing Harris stockholders will own
approximately   67.25   percent  and  the   Company's   stockholders   will  own
approximately  32.75 percent of the outstanding  equity of the combined company,
respectively.  Stockholders  representing  approximately 53 percent of the total
outstanding  common  stock of Harris and  approximately  24 percent of the total
outstanding common stock of the Company have executed voting agreements pursuant
to which  they have  agreed to vote  their  shares in favor of the  transactions
contemplated by the merger agreement.  The merger is expected to be finalized in
the fourth quarter of calendar year 2001. Following the merger, the Company will
become a wholly owned  subsidiary  of Harris and,  initially,  will  continue to
operate under its existing name in the United States and Europe.

OVERVIEW OF THE BUSINESS

     The  Company is a leading  full-service  custom and  web-enabled  marketing
organization that provides global 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 four divisions (Customer Loyalty  Management,  Global Life Sciences,
Strategic Brand Research,  and Total Research Europe) 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


                                       1
<PAGE>

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  130  CATI  (Computer  Assisted  Telephone  Interviewing)
stations.  The London calling center has 150 CATI 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  utilizes  Total  e-Survey(TM),  a web-based  data  collection
methodology that utilizes 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  services  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,
enhance  service  quality,  assist with survey data analysis and generate client
reports.  The Company continues to coordinate  significant  internal projects to
develop  Internet portals and virtual private networks for its clients to access
and analyze data. The Company's newly formed  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.

     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.

     In May of 2000,  the Company  acquired  Romtec Plc, a European  information
technology  research  and  marketing  services  company and its Romtec  Plc's 51
percent interest in the Romtec-GfK joint venture.  The total  acquisition  price
consisted  of cash  and  notes  amounting  to a  maximum  of $7.2  million.  The
operations  of Romtec Plc were  integrated  into the  Company's  Total  Research
Europe  division  during fiscal 2001. On June 29, 2001,  the Company sold its 51
percent  interest  in its  Romtec-GfK  joint  venture to GfK  Marketing  Service
Limited, a German-based market research company.  The consideration for the sale
of the Company's interest was $2.34 million,  which was used to retire debt from
the Romtec  acquisition and repay other debt on the Company's balance sheet. The
Total  Research  Europe   division   continues  to  market  services  under  the
Total/Romtec brandname.

     On  April  4,  2001,  the  Company  acquired  Teligen  Limited,   a  United
Kingdom-based  market  research  and  consultancy  company  located in Richmond,
Surrey.  Teligen specializes in the  telecommunications  marketplace  worldwide.
Teligen's single largest area of specialization is tariffing,  providing a range
of  custom   products   that   collect,   analyze   and   report   on   European
telecommunication  charges  and  services to  corporate  users,  regulators  and
service providers.


CLIENTS

     In fiscal 2001,  approximately  44 percent of the  Company's  revenues were
earned from among the 100 largest  commercial  and  financial  companies  in the
United States. The Company currently serves approximately 200 commercial clients
and government  agencies.  During fiscal 2001,  approximately  71 percent of the
revenues earned by the Company were from clients who had previously retained the
Company.  In fiscal 2001, two clients each represented  approximately 11 percent
of the Company's annual revenues earned for the year. In fiscal 2000, one client
represented 21 percent of the Company's  annual  revenues  earned for that year.
For fiscal 1999, no single  client  accounted for greater than 10 percent of the



                                       2
<PAGE>

Company's  annual revenues.  The following chart sets forth certain  information
regarding the Company's annual revenues during the past three fiscal years:

<TABLE>
<CAPTION>

                                       Fiscal Year Ended June 30,
                                       --------------------------

<S>                              <C>        <C>        <C>      <C>
 Industry                        2001       2000       1999     Representative Clients
 --------                        ----       ----       ----     ----------------------

 Telecommunications/                                            Hewlett Packard, IBM, Microsoft, Qwest Communications,
 Information Technology           52.6%      48.0%      40.9%   Tellabs

 Health Care/
 AgriBusiness                     16.3       17.3       21.7    Amgen, Bristol-Myers Squibb, Eli Lilly, Pfizer

 Consumer Products                 9.2       10.9        9.0    Bausch & Lomb, Michelin, Marriott International, Chiquita

 Manufacturing/Industrial          8.0        7.1        9.0    Dow Chemical, Dow Corning, Texaco

 Financial Services                6.2        9.0        6.1    Fidelity Investments, First USA, T. Rowe Price, UBS AG

 Other                             7.7        7.7       13.3    Prognostics, DTI, Associates Credit Card Service
                                   ---      -----     ------

 Totals                          100.0%     100.0%     100.0%
                                 =====      =====      =====
</TABLE>

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

o    EQUITREND(R)  measures the  perceived  quality of a brand or product  based
     upon consumer experiences with, and perceptions of, the brand.

o    COMPONENT ASSESSMENT  (COMPASS(R)) 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(R) is commonly used by clients for developmental stage products and
     to understand the key drivers of product choice.

o    PREDICTIVE  SEGMENTATION(R)  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(R))  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  RESEARCH  BIAS  CORRECTION  (TRBC(R)) 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


                                       3
<PAGE>

     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(R)  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  Minneapolis  and  Tampa  as  well  as  two
international offices 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".

     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 its Asian component of global
studies.

INTERNATIONAL OPERATIONS

     In fiscal 2001,  approximately  40 percent 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 expanded  multi-lingual  telephone  interviewing  facilities and
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.

ORGANIZATIONAL STRUCTURE

     The Company currently operates as four market research divisions.

     The Customer Loyalty Management division operates from offices in Princeton
and Minneapolis.  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 in the telecommunications, information technology, travel, and banking
industries. The Customer Loyalty division accounted for approximately 29 percent
of the revenues generated by the Company in fiscal 2001.

     The Global Life Sciences 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.  Global Life Sciences  accounted for approximately 14 percent of the
revenues generated by the Company in fiscal 2001.

     The  Strategic  Brand  Research  division  operates  from the Princeton and
Minneapolis  offices. The division conducts market research on a global basis in
the  consumer   products/consumer   packaging  goods,   information  technology,
automotive  and  telecommunications  industries.  This  division  accounted  for
approximately  21 percent of the  revenues  generated  by the  Company in fiscal
2001.

     The Total  Research  Europe  division  operates from the Company's  London,
England  offices.  The Total Research Europe  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. The Total Research Europe division accounted for
approximately  36 percent of the  revenues  generated  by the  Company in fiscal
2001.

                                       4
<PAGE>

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(R)and  Airtrack,  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 2001, the Company was listed as the
22nd  largest US  company,  measured  by  revenues,  in the  marketing  research
industry by a leading industry  publication.  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 in today's
marketing research  marketplace are the quality and validity of data collection,
effective  uses of  technology  as well as the  ability to  efficiently  design,
execute and prepare reports on marketing research. The Company believes that the
principal  competitive factors for marketing research using advanced statistical
techniques  are the quality of its  personnel  and the  Company's  experience in
developing  and  executing  statistical  marketing  research.   During  economic
downturns,  the  Company  may  experience  increased  competition  for  research
budgets, which are often vulnerable to global corporate overhead reduction.  The
Company  seeks to  minimize  the risk of  revenue  losses  by  serving  multiple
industries.

EMPLOYEES

     As of June 30, 2001,  the Company  employed 244  full-time  employees.  The
Company uses  approximately  500 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 13 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.

FACTORS AFFECTING FUTURE PERFORMANCE

Fluctuations in economic trends could harm the Company's business.

     The  Company's   operating   results  are  affected  by  general   economic
conditions,  as well  as  trends  in the  marketing  industry.  A  reduction  in
marketing  expenditures  by the  Company's  clients  could result from a general
decline in economic conditions or a decline in economic conditions in particular
markets where the Company  conducts  business.  If the Company's  clients reduce
their marketing expenditures, the Company's business would likely suffer.

                                       5
<PAGE>

Fluctuations in the Company's operating results may cause its stock price to
decline and its business to suffer.

     A number of factors  that are beyond the  Company's  control can  adversely
affect the demand of the Company's  existing clients for its services and impair
its ability to attract new clients. These include the following:

     o general economic conditions;

     o development of products and services by the Company's competitors;

     o changes in management or ownership of an existing client; and

     o other industry-specific trends.

As a result of any or all of the foregoing, the Company may provide different
amounts of services to its clients from year to year, and these differences can
contribute to fluctuations in the Company's operating results.

The Company may not be able to compete successfully.

     The markets for the Company's products and services are highly competitive.
The Company competes for clients with market research firms offering traditional
market research and Internet-based  services. The Company faces competition from
other  traditional  market  research firms who have  developed  Internet-related
products and services and from other companies with access to large databases of
individuals with whom they can conduct research.

     Although the Company  believes that it offers a competitive  combination of
services and products,  many of the Company's current and potential  competitors
have longer operating  histories and greater financial and marketing  resources.
These  competitors may be able to undertake more extensive  marketing  campaigns
for  their  services,  adopt  more  aggressive  pricing  policies  and make more
attractive offers to potential employees,  strategic partners and customers. The
above factors, either alone or in combination, could result in reduced levels of
revenue and profitability.

The Company is dependent on senior management and other key employees.

     The  Company's  success  depends to a  significant  extent  upon its senior
management  and certain other key  employees.  The loss of the service of senior
management or other key employees  could have a material  adverse  effect on the
Company.  Furthermore,  the Company  believes that its future  success will also
depend to a  significant  extent upon its  ability to attract,  train and retain
highly skilled technical, management, sales and marketing personnel. Competition
for such  personnel is intense,  and the Company  expects that such  competition
will  continue  for the  foreseeable  future.  The Company has from time to time
experienced difficulty in attracting candidates with appropriate qualifications.
The failure to attract or retain such  personnel  could have a material  adverse
effect on the Company's business, operating results and financial condition.

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, 2001,  the Company  leased
approximately  46,000 square feet of office space for its Princeton  operations;
the  lease  expires  June  30,  2006.  The  Company  is  currently   sub-leasing
approximately 10,000 square feet of this space to a third party.

     The Company  leases 6,083  square feet for a sales  office in  Minneapolis,
Minnesota. The lease expires on April 30, 2004. The Company leases 13,529 square
feet for a  telephone  data-collection  facility


                                       6
<PAGE>

in Tampa,  Florida.  The lease  expires  on  December  31,  2004.  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.  In  addition  to  the  Brentford   facility,   the  Company   leases
approximately  10,000  square feet of office space in  Maidenhead,  London.  The
lease expires in 2005.

ITEM 3.  LEGAL PROCEEDINGS

     As of June 30, 2001,  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 2001,  no matters were  submitted to a
vote of security holders of the Company.


                                       7
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER
         MATTERS

     The  Company's  common  stock  trades on the Nasdaq  National  Market.  The
quarterly  high and low closing bid prices of the  Company's  common  stock,  as
reported by the Nasdaq  National  Market,  from fiscal 2000 to August 29,  2001,
were as follows:

                                       High                     Low

Fiscal 2000
     First Quarter                     $4.00                   $3.13
     Second Quarter                     7.94                    3.25
     Third Quarter                      7.63                    5.00
     Fourth Quarter                     6.00                    2.38


Fiscal 2001
     First Quarter                     $4.03                   $2.69
     Second Quarter                     3.88                    2.75
     Third Quarter                      3.69                    2.56
     Fourth Quarter                     2.48                    1.90


Fiscal 2002
     First Quarter (through
     August 29, 2001)                  $2.86                   $1.91

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

     As of August 29, 2001,  the Company had 388  stockholders  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  Company's  Board  of
Directors.

                                       8
<PAGE>

ITEM 6.           SELECTED FINANCIAL DATA

                     SELECTED FINANCIAL DATA FOR YEARS ENDED
                     ---------------------------------------
                    JUNE 30, 2001, 2000, 1999, 1998 AND 1997
                    ----------------------------------------

     The selected financial data as of June 30, 2001, 2000, 1999, 1998, and 1997
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 Company's Annual Report
on Form 10-K for the year ended June 30, 2001.
<TABLE>
<CAPTION>

                                                                     Year Ended June 30,
                                             --------------------------------------------------------------------
Statement of Income Data ($000, except per
share amounts):                                      2001         2000         1999         1998         1997
                                                     ----         ----         ----         ----         ----
<S>                                              <C>          <C>           <C>          <C>          <C>
Revenues                                         $53,782      $ 50,756      $  41,562    $  34,057    $  29,443
Direct costs                                      25,047        25,028         20,450       16,641       14,942
                                             --------------------------------------------------------------------
Gross profit                                      28,735        25,728         21,112       17,416       14,501
Operating expenses                                25,304        22,739         17,802       14,868       13,221
Unusual charges                                      145             -            320          723            -
                                             --------------------------------------------------------------------
Income from operations                             3,286         2,989          2,990        1,825        1,280
Interest income (expense)                            114           152            231           20         (202)
Other income, net                                      -             -              -           40           50
Minority Interest                                   (144)          (35)             -            -            -
                                             --------------------------------------------------------------------
Income before income taxes                         3,256         3,106          3,221        1,885        1,128
Provision for income taxes                         1,206         1,189          1,245          760          490
                                             --------------------------------------------------------------------
Net income                                        $2,050      $  1,917       $  1,976    $   1,125      $   638
                                             ====================================================================
Net income per diluted share                       $0.16      $   0.14       $   0.16     $   0.10     $   0.06
                                             ====================================================================
</TABLE>


<TABLE>
<CAPTION>
                                                                          June 30,
                                             --------------------------------------------------------------------
Balance Sheet Data ($000):                           2001         2000         1999         1998         1997
                                                     ----         ----         ----         ----         ----
<S>                                                <C>           <C>         <C>          <C>         <C>
Working capital (deficiency)                       $4,760        $4,065      $  4,514     $    801    $  (1,151)
Total assets                                       29,209        35,119        21,717       15,469       12,948
Current portion of long-term debt                     950         3,438           282           19          215
Long-term obligation, less current portion              -         3,702             -            -            -
Stockholders' equity                              $14,377       $11,905      $  9,079    $   5,077     $  3,648
</TABLE>

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

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.

                                       9
<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,
                                                   2001                     2000                      1999
                                                   ----                     ----                      ----
<S>                                   <C>             <C>       <C>             <C>         <C>            <C>
Revenues                              $53,782         100.0%    $  50,756       100.0%      $  41,562      100.0%
Direct costs                           25,047          46.6        25,028        49.3          20,450        49.2
                               -----------------------------------------------------------------------------------
Gross profit                           28,735          53.4%       25,728        50.7%         21,112       50.8%
Operating expenses                     25,304          47.0        22,739        44.8          17,802       42.8
Unusual costs                             145           0.3             -           -             320        0.8
                               -----------------------------------------------------------------------------------
Income from operations                  3,286           6.1%        2,989         5.9%          2,990        7.2%
Interest income                           114           0.2           152         0.3             231        0.6
Minority Interest                        (144)         (0.3)          (35)       (0.1)              -          -
                               -----------------------------------------------------------------------------------
Income before income taxes              3,256           6.0%        3,106         6.1%          3,221        7.8%
Provision for income taxes              1,206           2.2         1,189         2.3           1,245        3.0
                               -----------------------------------------------------------------------------------
Net  income                            $2,050           3.8%    $   1,917         3.8%       $  1,976        4.8%
                               ===================================================================================
</TABLE>

FISCAL YEAR ENDED JUNE 30, 2001 AS COMPARED TO FISCAL YEAR ENDED JUNE 30, 2000

     Revenues  increased  approximately  6.0 percent  from fiscal 2000 to fiscal
2001.  This  is  attributable  to  stability  in the  core  business  and to the
acquisition of Romtec in May 2000.  Fiscal 2001 core business  declined slightly
after the  Company's  leading  client in fiscal  2000 (21 percent of fiscal 2000
revenue) decreased its volume to represent 11 percent of fiscal 2001 revenue.

     The gross profit increased from approximately $25,728,000 in fiscal 2000 to
approximately  $28,735,000  in fiscal  2001,  an increase of  $3,007,000.  Gross
profit  increased  as a result of increased  revenues  and because  direct costs
decreased as a percentage of revenues.  Direct costs as a percentage of revenues
were  reduced,  as  more  use  was  made  of the  Company's  internal  telephone
facilities.  Additionally,  the Romtec work, in general,  requires  lower direct
costs to service. As a percentage of revenues,  gross profit increased from 50.7
percent of revenues in fiscal 2000 to 53.4 percent of revenues in fiscal 2001.

     Operating costs increased from approximately  $22,739,000 in fiscal 2000 to
approximately  $25,304,000  in fiscal 2001,  or  $2,565,000.  As a percentage of
revenues,  operating  costs  increased  from 44.8 percent in fiscal 2000 to 47.0
percent  in fiscal  2001.  The  increase  is  attributable  to  increased  costs
associated with a full year of Romtec's  operations,  as well as increased costs
for labor,  depreciation and rents.  Included in unusual charges are transaction
costs related to the proposed merger with Harris.

     Income from  operations  increased  as a  percentage  of revenues  from 5.9
percent in fiscal 2000 to 6.1 percent in fiscal 2001, or approximately $297,000.
The increase is primarily  due to lower direct costs as a percentage of revenues
in fiscal 2001 than in fiscal 2000.

     Net  interest  income   decreased  from  fiscal  2000  to  fiscal  2001  by
approximately  $38,000. This is the result of loans used to acquire Romtec being
outstanding  for a longer  period of time in fiscal  2001 than  fiscal  2000 and
generating more interest expense.

     The provision for income taxes increased from  approximately  $1,189,000 in
fiscal 2000 to $1,206,000 in fiscal 2001, or $17,000, due to increased income in
fiscal 2001.  The effective tax rate  decreased from 38.3 percent in fiscal 2000
to 37.0 percent in fiscal 2001  primarily  due to a higher  percentage of income
being earned overseas in lower tax rate jurisdictions.

     The  Company  defines  backlog as the  unearned  portions  of its  existing
contracts  at  each  balance  sheet  date.  As of June  30,  2001,  backlog  was
approximately $15,383,000, as compared to a backlog of



                                       10
<PAGE>

FISCAL  YEAR ENDED JUNE 30,  2001 AS COMPARED TO FISCAL YEAR ENDED JUNE 30, 2000
(CONT'D)

approximately $19,900,000 as of June 30, 2000. The amount of backlog at any time
may not be  indicative  of  intermediate  or long-term  trends in the  Company's
operations.

FISCAL YEAR ENDED JUNE 30, 2000 AS COMPARED TO FISCAL YEAR ENDED JUNE 30, 1999

     Revenues  increased  approximately  22.0 percent from fiscal 1999 to fiscal
2000.  This was  attributed to growth in the core  business.  Included in fiscal
2000 revenues are Romtec results for May and June.

     The gross profit increased from approximately $21,112,000 in fiscal 1999 to
approximately $25,728,000 in fiscal 2000, an increase of $4,616,000. However, as
a percentage of revenues, gross profit declined from 50.8 percent of revenues in
fiscal 1999 to 50.7  percent of revenues in fiscal  2000.  The gross  profit was
negatively  impacted by two  multi-million  dollar  projects that included large
amounts of data  collection  and processing  that occurred  during the first six
months of the fiscal  year.  It was also  negatively  impacted by a  significant
reduction in a large contract by a client late in the fourth quarter.

     Operating costs increased from approximately  $17,802,000 in fiscal 1999 to
approximately  $22,739,000  in fiscal 2000,  or  $4,937,000.  As a percentage of
revenues,  operating  costs  increased  from 42.8 percent in fiscal 1999 to 44.8
percent  in fiscal  2000.  The  increase  was  attributed  to  additional  costs
associated  with  increasing the capacity of the Company's two centers,  startup
costs  associated  with  developing  new web products and  services,  additional
marketing  costs for new  sales  material  as well as  additional  labor  costs.
Unusual  costs  recorded in 1999  related to the  transition  agreement  for key
executives.

     Income from  operations  decreased  as a  percentage  of revenues  from 7.2
percent to 5.9 percent in fiscal 2000, or approximately  ($1,000).  The decrease
was primarily attributed to the increase in operating costs from year to year.

     Interest income  decreased from fiscal 1999 to fiscal 2000 by approximately
($79,000).  This is the  result of the  interest  paid on loans  used to acquire
Romtec and the Company's  working capital  facility offset by interest earned on
higher cash balances held in the United States and by Romtec.

     The provision  for income taxes  decreased due to lower income before taxes
for the reasons stated above. The effective tax rate decreased from 38.6 percent
in  fiscal  1999 to 38.3  percent  in  fiscal  2000  primarily  due to a  higher
percentage of income being earned overseas in lower tax rate jurisdictions.

     The  Company  defines  backlog as the  unearned  portions  of its  existing
contracts  at  each  balance  sheet  date.  As of June  30,  2000,  backlog  was
approximately $19,900,000, as compared to a backlog of approximately $18,100,000
as of June 30, 1999. The $19,900,000 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.

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

     The  Company's  cash  and cash  equivalents  decreased  from  approximately
$6,712,000  in fiscal  2000 to  approximately  $2,308,000  in fiscal  2001.  The
Company was able to generate  approximately  $814,000 from operating  activities
and approximately $1,107,000 from investing activities,  which included the sale
of Romtec GfK.  The Company  was able to generate  positive  cash flows from the
issuance of common stock in connection  with the exercise of stock options.  The
Company  utilized  approximately  $6,189,000  in cash to repay  bank  and  other
related  debt  incurred  related to the  acquisition  of  Romtec,  approximately
$1,018,000 to purchase equipment and leasehold  improvements,  and approximately
$38,000 to purchase 16,500 shares of the Company's stock.


                                       11
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES (CONT'D)
-------------------------------

     As of June 30, 2001, the Company's  working capital  increased  $695,000 to
$4,760,000  from $4,065,000 as of June 30, 2000, and the current ratio increased
from 1.21 in fiscal 2000 to 1.33 in fiscal 2001.

     The Company  has a credit  agreement  with  Fleet/Summit  Bank,  located in
Princeton,  NJ. The credit  agreement  consists of two facilities with aggregate
borrowing availability of up to $10 million. Facility "A" is a term loan and was
designated for the acquisition of Romtec (acquired May 12, 2000), a wholly owned
subsidiary of the Company,  and is capped at $3,500,000.  Facility "B" is a line
of  credit  designated  for  working  capital  purposes,  and is  capped  at the
difference  between  $10,000,000  less the balance of Facility "A". The interest
rate for the entire credit agreement is prime plus one-half percent. This credit
agreement is scheduled to expire on March 31,  2005.  All  outstanding  balances
under this agreement were repaid as of June 30, 2001.

     In addition,  the Company has a bank overdraft  facility of  (pound)400,000
(approximately  $566,000 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 June
30, 2001 and 2000, borrowings were (pound)0 against this overdraft facility.

IMPACT OF INFLATION
-------------------

     Inflation  had no  material  effect  on the  financial  performance  of the
Company during fiscal 2001.

NEW ACCOUNTING PRONOUNCEMENTS FROM FINANCIALS
---------------------------------------------

     In June 2001, the Financial Accounting Standards Board issued Statements of
Financial  Accounting  Standards No. 141,  Business  Combinations,  and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December  15, 2001 with early  application  allowed at the  beginning  of fiscal
years  beginning  after  March 15,  2001.  Under  the new  rules,  goodwill  and
intangible  assets deemed to have  indefinite  lives will no longer be amortized
but will be  subject  to  annual  impairment  tests  in  accordance  with  these
Statements.  Other  intangible  assets will continue to be amortized  over their
useful lives.

     The Company will  implement  early  adoption of the new rules on accounting
for  goodwill and other  intangible  assets  beginning  in the first  quarter of
fiscal 2002. Application of the non-amortization  provisions of the Statement is
expected to result in an increase in operating income of approximately  $337,000
per year.  During the first quarter of 2002,  the Company will perform the first
of the required  impairment  tests of goodwill and indefinite  lived  intangible
assets as of July 1, 2001, and has not yet  determined  what the effect of these
tests will be on the earnings and financial position of the Company.

     In June 1998, the FASB issued SFAS No. 133  ("Statement  133"),  Accounting
for Derivative Instruments and Hedging Activities.  This Statement requires that
all derivatives be recorded in the balance sheet as either an asset or liability
measured at its fair value and that  changes in the  derivative's  fair value be
recognized  currently in earnings unless specific hedge accounting  criteria are
met.  The  Company  will be  required  to adopt  Statement  133,  as  amended by
Statement No. 137,  which  deferred the effective  date to January 1, 2001.  The
provisions of this  statement  shall not be applied  retroactively  to financial
statements of prior periods.  The Company will adopt Statement 133 as of July 1,
2001. The Company believes that there will be no impact to the Company's results
of operations,  financial  position or cash flows upon the adoption of Statement
133.

ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKETING RISK

     The  Company  has  two  foreign  operating   subsidiaries  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



                                       12
<PAGE>

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

     None.


                                       13
<PAGE>


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

IDENTIFICATION OF DIRECTORS

     Albert Angrisani,  age 52. Mr. Angrisani has been a Director of the Company
since 1994 and has been President and Chief  Executive  Officer since July 1998.
Prior to July 1998, Mr. Angrisani was a consultant to the Company.  From January
1993 to April 1998,  Mr.  Angrisani was the  President of the  Princeton-Potomac
Management Company, a consulting and financial services firm.

     David Brodsky, age 64. Mr. Brodsky has been a Director of the Company since
1998 and has been  Chairman of the Board of Directors of the Company  since July
1998. He has been a private  investor  during the past six years. He is directly
involved in the Company's  e-Commerce business  initiatives.  See the section on
"Certain Relationships and Related Transactions".

     John P.  Freeman,  age 42. Mr.  Freeman  has been a Director of the Company
since 1999. Mr. Freeman is Senior Vice President,  Capital Markets and a founder
of Emerging  Growth  Equities,  Ltd.,  an investment  banking and  institutional
research  brokerage  firm. Mr. Freeman also is the founder and President and CEO
of Covenant Partners,  a hedge fund focused on investing in the direct marketing
industry.  From  November  1992 to May 1996,  Mr.  Freeman  was the  Director of
Investor Relations and Strategic Planning and Development for DiMark, Inc. Prior
to his  employment  at DiMark,  he was the  Director of Investor  Relations  for
ADVANTA, a direct marketer of consumer financial services products, from 1990 to
1992.

     George Lindemann,  age 65. Mr. Lindemann has been a Director of the Company
since 1998.  Mr.  Lindemann  has been  Chairman and Chief  Executive  Officer of
Southern  Union  Company  since  February  1990.  He is  also  Chairman  & Chief
Executive Officer of Activated Communications, Inc. He was the founder, Chairman
and Chief Executive  Officer of Metro Mobile CTS, Inc. from 1982 to 1992 when it
merged with Bell Atlantic Corporation.  During the same period, he was President
and Chief Executive Officer of Metro Mobile Communications, Inc.

     Howard L. Shecter,  age 58. Mr.  Shecter has been a Director of the Company
since 1998. Mr. Shecter is a senior partner with the law firm of Morgan, Lewis &
Bockius  LLP and has been with such firm since  1968.  Mr.  Shecter  served as a
managing  partner of Morgan,  Lewis, & Bockius LLP from 1979 to 1983 and was the
Chairman of the Executive  Committee of that firm in 1985. Mr. Shecter is also a
director of Ashbridge  Corporation,  Ashbridge Investment  Management and Heintz
Investment   Company.  He  is  directly  involved  in  the  Company's  corporate
development  initiatives.  See the section on "Certain Relationships and Related
Transactions".

     J. Edward Shrawder, age 60. Mr. Shrawder has been a Director of the Company
since 1993. Mr. Shrawder has been the Chief Financial  Officer of Kent Research,
a marketing research firm located in Illinois, since 1993. From 1987 to 1990, he
was President of Elrick & Lavidge, a major marketing research firm.

     Lorin Zissman, age 71. Mr. Zissman has been a Director of the Company since
1975. Mr. Zissman, founder of the Company, become Chairman Emeritus of the Board
of  Directors  in April  1998.  Mr.  Zissman  served as Chairman of the Board of
Directors and Chief  Executive  Officer of the Company from its founding in 1975
to April 1998.

DIRECTOR COMPENSATION

     Directors who are employees of the Company do not receive  compensation for
serving on the Board of Directors.  Non-employee  directors are  reimbursed  for
their  out-of-pocket  expenses  incurred  in  connection  with  attending  Board
meetings.  Non-employee  directors  elected to the Board prior to September  23,
1998 received  10,000 stock  options upon joining the Board of Directors.  Since
September 23, 1998,


                                       14
<PAGE>

non-employee  directors  joining the Board  receive  50,000  stock  options.  In
addition,  at the end of each year of  service on the Board of  Directors,  each
director  receives  10,000 stock options.  See also "Certain  Relationships  and
Related Transactions - Agreements with Other Employee Directors."

IDENTIFICATION OF EXECUTIVE OFFICERS

     The following  table  provides  certain  information  as of August 1, 2001,
about each of the Company's executive officers.

Name                       Position(s) with Company
----                       ------------------------

Albert Angrisani           President, Chief Executive Officer and Director

Harry McCord               Executive Vice President, Managing Director
                           Global Life Sciences & Brand

Gareth Davies              Managing Director, Total Research Europe Division

Theresa Flanagan           President, Customer Loyalty

Jane B. Giles              Corporate Secretary

William Guerin             Vice President, Business Development

Patti Hoffman              Chief Administrative Officer

Matthew Kirby              Chief Financial Officer

Chris Kuever               Chief Technology Officer

Russell V. Nathan          Chairman, Total Research Europe Division

Mark Nissenfeld, Ph.D.     Executive Vice President

     The business experience, principal occupation, employment and certain other
information  concerning  each of the Company's  executive  officers is set forth
below.

     Albert  Angrisani,  age 52,  has been the  Company's  President  and  Chief
Executive  Officer  since July 1998.  Prior to July 1998,  Mr.  Angrisani  was a
consultant to the Company.  From January 1993 to April 1998,  Mr.  Angrisani was
the President of the  Princeton-Potomac  Management  Company,  a consulting  and
financial services firm.

     Gareth  Davies,  age 44, assumed the position of Managing  Director,  Total
Research  Europe  division in June 1998.  In 1989 he joined  Business  Marketing
Services as a Financial  Controller and had been its Financial Director prior to
its purchase by Total Research Corporation in 1994.

     Theresa  Flanagan,  age  40,  became  President  of  the  Customer  Loyalty
Management division of the Company in July 1996. Ms. Flanagan joined the Company
in 1983 and served as Senior Vice President from June 1993 to July 1996.

     Jane B. Giles, age 55, has been Corporate Secretary since July 1, 1999. She
joined the Company in April 1997 as Human  Resources  Manager.  Prior to joining
the Company she was  employed by Mobil Oil  Corporation  for 20 years as a Human
Resources Specialist.

     William  Guerin,  age 42, joined the Company in July 1999 as Vice President
of  Business  Development.  Prior to opening his own  consulting  firm in August
1998, he served as Manager of Sales Performance for Pennsylvania Power and Light
Company, Inc. from 1996 to 1998.

     Patti Hoffman, age 52, assumed the position of Chief Administrative Officer
effective  as of July 1,  1999.  From  June  1996 to  June  1999,  she had  been
President of the U .S.  Regional  Offices  division of the


                                       15
<PAGE>

Company. Ms. Hoffman joined the Company in February 1995 as Vice President-Human
Resources.  Prior to that time, Ms. Hoffman was an independent  human  resources
consultant.

     Matthew Kirby, age 44, has been Chief Financial Officer since July 2000. He
joined the Company in April 2000 as Acting Chief Financial Officer, Acting Chief
Accounting  Officer  and Acting  Treasurer.  Prior to joining the Company he had
been  with  United  News and  Media,  plc as  Executive  Vice  President,  Chief
Financial  Officer from 1989 to 2000.  From 1984 to 1989 he had been Director of
Accounting  with  USA  Network  and  from  1981  to  1984  he was  International
Accountant for AFS International/Intercultural Programs, Inc.

     Chris Kuever, age 45, became Chief of Global Operations in April 2001. From
January 1999 to April 2001 he was Senior Vice  President  and Director of Global
Operations.  He joined  the  Company in March  1989 and most  recently  was Vice
President and Director of Data Processing.

     Harry McCord, age 50, joined the Company on July 23, 2001 as Executive Vice
President,  Managing  Director.  Prior to joining  the  Company he had been Vice
President/Officer  of ORC International from 2000 to present.  From 1998 to 1999
Mr. McCord had been Senior Vice President/Director of Ziment Associates.

     Russell V. Nathan,  age 62, was founder,  chairman and managing director of
Romtec Plc, which went public in an initial public  offering on the London Stock
Exchange in April 1996.  Since the  acquisition  of Romtec Plc by the Company on
May 12,  2000,  Mr.  Nathan  has served as  Chairman  of Total  Research  Europe
division.  In 1997,  Mr. Nathan was awarded a Commander of the British Empire in
Queen's  Birthday  Honours.  Mr. Nathan is past  chairman of the British  Market
Research Association,  Thames Valley Enterprise, Thames Valley Business Link and
Thames Valley  Economic  Partnership.  Currently he is a  Vice-President  of the
Marketing Council and a Director of the South East England Development Agency.

     Mark  Nissenfeld,  Ph.D.,  age 44,  became  Executive  Vice  President  and
Director of Pricing and Project Management Financial Controls in July 2000. From
July 1996 to July 2000, he was President of the Global Life Sciences division of
the Company. Dr. Nissenfeld joined the Company in June 1993 as Research Director
of the Company and Managing Director of the Life Sciences division.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934.

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's  directors and executive officers and persons who beneficially own
more than ten percent of the Company's Common Stock to report their ownership of
and  transactions  in the Company's  Common Stock to the Securities and Exchange
Commission  and the Nasdaq  National  Market.  Copies of these  reports are also
required to be supplied to the Company. The Company believes,  based solely on a
review of the copies of such reports  received by the Company,  that during year
end June 30, 2001 all Section  16(a)  reporting  requirements  applicable to its
directors, executive officers, and 10% shareholders were complied with except as
follows:  Matthew Kirby  inadvertently filed late the initial Form 3 to disclose
his holdings of the Company's  common stock at the time he was  appointed  Chief
Financial  Officer;  Russell V.  Nathan  inadvertently  filed late the Form 4 to
disclose his stock option grant on November 9, 2000 for 100,000 shares.

                                       16
<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION.

                           SUMMARY COMPENSATION TABLE

     The  following  table  sets  forth  compensation  earned,  whether  paid or
deferred,  by  each  Named  Executive  Officer  for  services  rendered  in  all
capacities to the Company during the fiscal years ended June 30, 2001,  2000 and
1999.
<TABLE>
<CAPTION>

                                                                           LONG-TERM COMPENSATION
                                                                                   AWARDS                    ALL OTHER
                                         ANNUAL COMPENSATION                SECURITIES UNDERLYING          COMPENSATION
NAME AND PRINCIPAL POSITION      YEAR      SALARY ($)      BONUS ($)             OPTIONS (#)                    ($)
---------------------------      ----      ----------      ---------             -----------                    ---

<S>                              <C>         <C>            <C>                  <C>                         <C>
Albert Angrisani.........        2001        325,000        175,000                                          18,138(3)
  President and Chief            2000        200,000        125,000                   -                      18,000(3)
  Executive Officer (1)          1999        175,000        125,000              430,000(2)                  12,000(4)

Matthew Kirby                    2001        200,000           -                      -                      10,866(3)
  Chief Financial Officer

Patti Hoffman............        2001        170,000           -                                             11,347(3)
  Chief Administrative Officer   2000        150,000           -                      -                      10,500(3)
  Offices division               1999        140,000        40,000                    -                      10,140(3)

 Mark Nissenfeld.........        2001        170,000           -                                             11,189(3)
  Executive Vice President  &    2000        170,000           -                      -                      11,100(3)
  Director of Pricing &          1999        155,847           -                      -                      12,000(3)
  Project
  Management Financial
  Controls

Theresa Flanagan.........        2001        150,000        58,000                                           40,237(5)
  President - Customer           2000        140,000           -                                             10,200(3)
  Loyalty division               1999        134,480        44,300                    -                      10,034(3)

-------------------------------------------------------------------------------------------------------------------
(1)      Mr.  Angrisani  assumed the  responsibilities  of President and Chief Executive  Officer of the Company on
         July 1, 1998.  Prior to July 1998, Mr. Angrisani was a consultant to the Company.
(2)      Represents  Incentive  Stock Options  granted to Mr.  Angrisani.  See "Report on Executive  Compensation -
         Compensation of the Chief Executive Officer."
(3)      Represents the Company's match on employee 401(k) contributions and car allowance.
(4)      Represents Mr. Angrisani's car allowance.
(5)      Represents the Company's match on 401(k) contribution, car allowance and commissions.
</TABLE>


STOCK OPTIONS

     The following  table  contains  information  concerning  the grant of stock
options under the Company's  1995 Stock  Incentive  Plan to the Named  Executive
Officers during the 2001 fiscal year:


                                       17
<PAGE>

OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>

                                                         INDIVIDUAL GRANTS

                              NUMBER OF
                             SECURITIES              % OF UNDERLYING
                         UNDERLYING OPTIONS    OPTIONS GRANTED TO             EXERCISE PRICE       EXPIRATION
                             GRANTED(1)          EMPLOYEES IN FISCAL YEAR       ($/SHARE)             DATE

<S>                            <C>                        <C>                     <C>                <C>
Matthew Kirby                  100,000                    22.7%                   2.6875             7/2/10
</TABLE>

<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND VALUE OF OPTIONS AT FISCAL YEAR END

<CAPTION>
                                                               NUMBER OF                     VALUE OF
                                                               SECURITIES                  UNEXERCISED
                         NUMBER OF                             UNDERLYING                  IN-THE-MONEY
                          SHARES                              UNEXERCISED                  OPTIONS AT
                        ACQUIRED ON      VALUE         OPTIONS AT FISCAL YEAR-END      FISCAL YEAR-END (1)
        NAME             EXERCISE       REALIZED      (EXERCISABLE/UNEXERCISABLE)  (EXERCISABLE/UNEXERCISABLE)
        ----             --------       --------      ---------------------------- ---------------------------
                                          ($)                     (#)                          ($)
                                          ---                     ---                          ---
<S>                       <C>          <C>                  <C>                             <C>
Albert Angrisani          540,000      1,906,200            126,315/303,685                     -
Matthew Kirby                -             -                 66,000/34,000                      -
Theresa Flanagan             -             -                   188,500/0                    229,499/-
Patti Hoffman             63,464        128,832                    -                            -
Mark Nissenfeld           126,925       257,658                    -                            -
-----------------------
(1)  Market value of underlying shares of Common Stock, based on the average of the high and low sales price ($2.03),  on June 29,
     2001, minus the aggregate exercise price.
</TABLE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The Compensation  Committee  consisted of Albert Angrisani,  David Brodsky,
John P.  Freeman,  George  Lindemann and Howard L. Shecter.  Mr.  Angrisani,  in
addition to being a director,  is also President and Chief Executive  Officer of
the Company.  No  executive  officer of the Company  served on the  compensation
committee of another entity or on any other  committee of the board of directors
of another entity performing similar functions during the last fiscal year, with
the  exception  of J.  Edward  Shrawder,  a director  of  California  Investment
Management and Howard Shecter, director of Heintz Investment Company,  Ashbridge
Corporation and Ashbridge Investment Management..

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

     The  compensation  package of Mr.  Angrisani,  the Company's  President and
Chief Executive Officer, consists primarily of base salary and bonus components.
The levels of base  salary  and  bonus,  as well as the  factors  considered  in
determining such levels, are established by Mr. Angrisani's Employment Agreement
and the Compensation Committee of the Company's Board of Directors.

     In  fiscal  2001,  Mr.  Angrisani  earned a base  salary  of  $325,000.  In
addition,  pursuant to his employment agreement,  Mr. Angrisani receives certain
other customary  perquisites and benefits.  As of August 1, 2001, Mr.  Angrisani
beneficially  owned  430,000  incentive  stock options which were granted to Mr.
Angrisani  on April 6, 1999,  which are  subject to a 10-year  vesting  schedule
(although  the  options  will  become  fully  vested  and  exercisable  upon the
consummation of the proposed  merger with Harris).  Mr.  Angrisani's  ability to
sell the  shares  acquired  through  the  exercise  of these  stock  options  is
contingent upon meeting designated performance goals.

                                       18
<PAGE>

STOCK PERFORMANCE GRAPH

     The following  graph depicts the  cumulative  total return on the Company's
Common Stock  compared to the cumulative  total return for the Nasdaq  Composite
Index and the Nasdaq  Industrial  Index. The graph assumes an investment of $100
on June 30, 1996. Reinvestment of dividends is assumed in all cases.

                                 [insert graph]

     The  comparisons  on the graph  above are  required by the  Securities  and
Exchange  Commission  and are not  intended  to  forecast  or be  indicative  of
possible future performance of the Company's Common Stock.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT.

     The  following  table  sets  forth  information,  as  of  August  1,  2001,
concerning  the  common  stock  of the  Company  beneficially  owned by (i) each
director and nominee of the Company,  (ii) the Company's Chief Executive Officer
and its other four most highly compensated  Executive Officers during the fiscal
year ended June 30, 2001 (collectively,  the "Named Executive Officers"),  (iii)
all executive officers and directors as a group, and (iv) each stockholder known
by the  Company to be the  beneficial  owner of more than 5% of the  outstanding
common stock.
<TABLE>
<CAPTION>

Name and Address of Beneficial Owner           Shares Beneficially Owned     Percent of Outstanding Shares

<S>                                                       <C>                              <C>
Albert Angrisani(1)                                       714,540                          5.2%
c/o Total Research Corporation
5 Independence Way
Princeton, New Jersey 08543

David Brodsky (2)                                         938,676                         6.8%
c/o Total Research Corporation
5 Independence Way
Princeton, New Jersey 08543

Theresa Flanagan (3)                                      278,888                         2.0%
c/o Total Research Corporation
5 Independence Way
Princeton, New Jersey 08543

                                                                19
<PAGE>

John P. Freeman (4)                                       222,483                         1.6%
c/o Covenant Partners
500 N. Gulph Road, Suite
King of Prussia, PA  19406

Patti Hoffman                                             134,036                         1.0%
c/o Total Research Corporation
5 Independence Way
Princeton, New Jersey 08543

Matthew Kirby (5)                                          66,000                          *
c/o Total Research Corporation
5 Independence Way
Princeton, New Jersey 08543

George L.  Lindemann(6)                                   308,043                         2.2%
c/o Southern Union Company
767 Fifth Avenue, 50th Floor
New York, New York 10153

Mark Nissenfeld                                           126,925                          *
c/o Total Research Corporation
5 Independence Way
Princeton, New Jersey 08543

Howard L. Shecter(7)                                      439,365                         3.2%
c/o Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178

J. Edward Shrawder(8)                                     153,777                         1.1%
c/o Kent Research
1716 Livingston Street
Evanston, Illinois 60201

Lorin Zissman                                            1,254,874                         9.1%
c/o Total Research Corporation
5 Independence Way
Princeton, New Jersey 08543

All directors and executive officers as a                4,864,563                        35.2%
group (16 persons) (9)
--------------------
* Less than 1%
</TABLE>

(1)  Includes 126,315 shares subject to options  exercisable  within 60 days and
     28,225 performance bonus shares.
(2)  Includes 256,282 shares subject to options exercisable within 60 days.
(3)  Includes 188,500 shares subject to options  exercisable  within 60 days and
     10,000 shares owned jointly with her spouse.
(4)  Includes  22,500  shares  subject to options  exercisable  within 60 days -
     includes  200,000 shares owned by a limited  partnership  over which he has
     investment power as the General Manager.
(5)  Includes 66,000 shares subject to options  exercisable  within 60 days.
(6)  Includes  115,000 shares subject to options  exercisable  within 60 days.

                                       20
<PAGE>

(7)  Includes 226,315 shares subject to options  exercisable  within 60 days and
     20,000 shares owned jointly with his spouse.
(8)  Includes 44,999 shares subject to options exercisable within 60 days.
(9)  Includes an aggregate of 1,143,311  shares  subject to options  exercisable
     within 60 days.

ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

EMPLOYMENT AGREEMENTS

     The Company has an employment  agreement with Albert  Angrisani dated as of
July 3, 2000,  pursuant to which Mr. Angrisani will serve as President and Chief
Executive  Officer of the Company for an extended  term ending June 30, 2002, at
an annual salary of $325,000,  subject to an upward  adjustment by the Executive
Committee of the Board of Directors in fiscal years 2001 and 2002. Mr. Angrisani
is also  entitled to receive a bonus of up to $175,000  per annum based upon the
Company's financial performance.  If Mr. Angrisani's employment is terminated by
the  Company  for any  reason  other than  Cause (as  defined in the  employment
agreement)  or  disability  or  following a Change in Control (as defined in the
employment  agreement)  for  any  reason  other  than  Cause,  or Mr.  Angrisani
terminates  his  employment  for  Good  Reason  (as  defined  in the  employment
agreement),  then the Company is obligated to pay him a lump sum cash  severance
payment of $1,000,000  and to continue  providing  all employee  benefits to Mr.
Angrisani  and his  family  for the  remainder  of the Term (as  defined  in the
employment  agreement)  and  all  options  held  by  Mr.  Angrisani  would  vest
immediately.  In addition,  in the event of a Change in Control,  Mr.  Angrisani
will receive a $250,000 bonus, and if he remains employed for one year following
the Change in Control,  he will receive another  $250,000 bonus and the benefits
listed in the previous  sentence.  Mr.  Angrisani  has agreed not to engage in a
Competing Business (as defined in the employment  agreement) during the Term and
for a  period  of one  year  thereafter,  subject  to  certain  exceptions.  Mr.
Angrisani's  employment agreement provides for three  non-collateralized  annual
loans of $100,000  each from the Company.  The entire  principal and interest on
such  loans is due on June 30,  2002,  provided  that the  entire  amount may be
forgiven under certain  circumstances  described in Mr.  Angrisani's  employment
agreement.  Mr. Angrisani's employment agreement provides for a loan of $500,000
to be used by Mr.  Angrisani to exercise  all or a portion of his  non-qualified
Option Shares.  Interest will be at the minimum  applicable federal rate for IRS
purposes.  Such loans shall be secured by Mr.  Angrisani's  pledge of sufficient
number of Company  shares so that the market  value of the pledged  shares as of
the date of loan is at least equal to 125% of the principal amount thereof.  The
payment term of the loans will be as follows.  The entire principal and interest
due under the loans will be due on the  earlier of (i) June 30, 2002 or (ii) the
date Mr. Angrisani's  employment with the Company is terminated.  This provision
shall survive termination of Mr. Angrisani's employment..

     The Company has entered into an employment  agreement  with each of Theresa
Flanagan, Patti Hoffman, Matthew Kirby, and Mark Nissenfeld, dated as of January
2,  1997,  January  1, 1999,  July 3, 2000 and  January  1, 1999,  respectively,
pursuant  to which each  serves as an  executive  officer of the Company for the
following  periods:  Theresa  Flanagan for the term ending June 30, 2003,  Patti
Hoffman for the term ending December 31, 2001, Matthew Kirby for the term ending
June 30, 2002 and Mark  Nissenfeld for the term ending  September 30, 2001. Each
of such  executive  officers is entitled to participate in all benefit plans and
performance  bonuses  offered by the Company.  Each such  executive  officer has
agreed not to solicit any of the Company's  clients or employees for a period of
one  year  following  the  termination  of  his  or  her  respective  employment
agreement.

AGREEMENTS WITH OTHER EMPLOYEE DIRECTORS

     The  Company  has  employment  agreements  with  certain  of its  executive
officers.  In addition,  Messrs.  Brodsky and Shecter have employment agreements
for the  period of July  2001  through  June 30,  2002,  for  $75,000  each,  to
compensate  them for their  active  participation  in  specific  aspects  of the
Company's business.  Messrs.  Brodsky's and Shecter's employment  agreements are
subject to adjustment by the Compensation Committee of the Board of Directors in
fiscal year 2002, based on changes in corporate goals and objectives.

                                       21
<PAGE>

                                     PART IV

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

<TABLE>
<CAPTION>

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

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

        <S>                                                                                                <C>
        Report of Independent Auditors                                                                     F-1

        Consolidated Balance Sheets as of June 30, 2001 and 2000                                           F-2

        Consolidated Statements of Income for the Years Ended June 30, 2001, 2000 and 1999                 F-3

        Consolidated  Statements  of  Stockholders'  Equity for the Years Ended June 30, 2001,             F-4
        2000 and 1999

        Consolidated Statements of Cash Flows for the Years Ended June 30, 2001, 2000 and 1999             F-5

        Notes to the Consolidated Financial Statements                                                     F-6


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

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

     All  other  schedules  for  which  provision  is  made  in  the  applicable
accounting regulation 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 8-K

         None.

(c)      Exhibits

     The  following  documents  are  filed as part of this Form 10-K 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
     -----------                      -----------
         2.1        Certificate of Merger dated February 17, 1987  (incorporated
                    herein by reference by the 1999 Form 10-K);

         2.2        Offer  Letter,  dated as of  April  20,  2000  (incorporated
                    herein by reference to Exhibit 2.1 to the Form 8-K);

         2.3        Deed of Irrevocable Undertaking, dated as of April 13, 2000,
                    by  Russell  Nathan  (incorporated  herein by  reference  to
                    Exhibit 2.2 to the Form 8-K);

                                       22
<PAGE>

     Exhibit No.                      Description
     -----------                      -----------
       (cont'd)

         2.4        Deed of  Warranties,  dated as of April 13, 2000, by Russell
                    Nathan (as Warrantor),  Total Research  Acquisitions Limited
                    and the Company (incorporated herein by reference to Exhibit
                    2.3 to the Form 8-K);

         2.5        Agreement and Plan of Merger by and among Harris Interactive
                    Inc.,  Total Merger Sub Inc.  and the  Company,  dated as of
                    August 5, 2001 (incorporated  herein by reference to Exhibit
                    2.1 to the Form 8-K filed on August 14, 2001);

         3.1        Certificate of  Incorporation  of the Company  (incorporated
                    herein  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 herein 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 herein
                    by reference to Exhibit 10.2 to the Form S-18);

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

         10.3       Employment  Agreement,  dated as of January 2, 1997,  by and
                    between the Company and Terri Flanagan  (incorporated herein
                    by reference to Exhibit 1 of the 1997 Form 10-K);

         10.4       Sublease,  dated July 17,  1997,  between  the  Company  and
                    Hexaware  Technologies  (incorporated herein by reference by
                    the 1999 Form 10-K);

         10.5       Employment  Agreement,  dated  as of  July 3,  2000,  by and
                    between the Company and Albert Angrisani;

         10.6       Employment  Agreement,  dated as of January 1, 1999,  by and
                    between the Company and Patti Hoffman  (incorporated  herein
                    by reference by the 1999 Form 10-K);

         10.7       Employment  Agreement,  dated as of January 1, 1999,  by and
                    between the Company and Eric Zissman (incorporated herein by
                    reference by the 1999 Form 10-K);

         10.8       Employment  Agreement,  dated as of January 1, 1999,  by and
                    between the Company and Mark Nissenfeld (incorporated herein
                    by reference by the 1999 Form 10-K);

         10.9       Loan Agreement,  dated January 1, 1999, between Fleet/Summit
                    Bank and the Company  (incorporated  herein by  reference by
                    the 1999 Form 10-K);

        10.10       1995 Stock Incentive Plan (incorporated  herein by reference
                    by the Form S-8, Registration No. 333-74635);

        10.11       1986 Stock Incentive Plan (incorporated  herein by reference
                    by the Form S-8, Registration No. 333-74631);

        10.12       Employment  Agreement,  dated  as of  July 1,  2000,  by and
                    between the Company and Howard L. Shecter;

                                       23
<PAGE>

     Exhibit No.                      Description
     -----------                      -----------
       (cont'd)

        10.13       Employment  Agreement,  dated  as of  July 1,  2000,  by and
                    between the Company and David Brodsky;

        10.14       Employment  Agreement,  dated  as of  July 1,  2001,  by and
                    between the Company and Charles J. Cunningham;

        10.15       Employment  Agreement,  dated  as of  July 3,  2000,  by and
                    between the Company and Matthew Kirby;

        10.16       Employment  Agreement,  dated as of January 1, 2001,  by and
                    between the Company and Chris Kuever;

         21.1       List of Subsidiaries;

         23.1       Consent of Ernst & Young LLP. dated August 29, 2001.




                                       24
<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:   August 30, 2001



                                            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

Dated:   August 30, 2001                    By:/s/David Brodsky
                                               ---------------------------------
                                               DAVID BRODSKY, Chairman of the
                                               Board of Directors

Dated:   August 30, 2001                    By:/s/Albert Angrisani
                                               ---------------------------------
                                               ALBERT ANGRISANI, Chief Executive
                                               Officer (principal executive
                                               officer), Director

Dated:   August 30, 2001                    By:/s/Matthew Kirby
                                               ---------------------------------
                                               MATTHEW KIRBY, Acting Chief
                                               Financial Officer and Acting
                                               Chief Accounting Officer

Dated:   August 30, 2001                    By:/s/Howard Shecter
                                               ---------------------------------
                                               HOWARD SHECTER, Director

Dated:   August 30, 2001                    By:/s/George Lindemann
                                               ---------------------------------
                                               GEORGE LINDEMANN, Director

Dated:   August 30, 2001                    By:/s/Jack Freeman
                                               ---------------------------------
                                               JACK FREEMAN, Director

Dated:   August 30, 2001                    By:/s/J. Edward Shrawder
                                               ---------------------------------
                                               J. EDWARD SHRAWDER, Director

Dated:   August 30, 2001                    By:/s/Lorin Zissman
                                               ---------------------------------
                                               LORIN ZISSMAN, Director


                                       25
<PAGE>



                           TOTAL RESEARCH CORPORATION
                                AND SUBSIDIARIES

                               For the Years Ended
                          June 30, 2001, 2000 and 1999



Reports of Independent Auditors                                              F-1

Consolidated Balance Sheets as of June 30, 2001 and 2000                     F-2

Consolidated Statements of Income for the Years Ended
June 30, 2001, 2000 and 1999                                                 F-3

Consolidated  Statements of Stockholders' Equity for the
Years Ended June 30, 2001, 2000 and 1999                                     F-4

Consolidated Statements of Cash Flows for the Years Ended
June 30, 2001, 2000 and 1999                                                 F-5

Notes to the Consolidated Financial Statements                               F-6

Schedules:

   Schedule II - Valuation and Qualifying Accounts                           S-1



                                       26
<PAGE>

                          REPORT OF INDEPENDENT AUDITOR



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

We have audited the accompanying  consolidated  balance sheets of Total Research
Corporation  and  Subsidiaries  as of June 30,  2001 and 2000,  and the  related
consolidated statements of income, stockholders' equity, and cash flows for each
of the three years in the period ended June 30, 2001.  Our audits also  included
the  financial  statement  schedule  listed  in the Index at Item  14(a).  These
financial  statements  and  schedule  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial  position of Total Research
Corporation and  Subsidiaries as of June 30, 2001 and 2000, and the consolidated
results of their  operations and their cash flows for each of the three years in
the  period  ended June 30,  2001,  in  conformity  with  accounting  principles
generally  accepted in the United  States.  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 forth therein.



                                                     /s/ERNST & YOUNG, LLP

MetroPark, New Jersey
August 17, 2001



                                      F-1
<PAGE>

<TABLE>
<CAPTION>

                                            TOTAL RESEARCH CORPORATION AND SUBSIDIARIES
                                                    Consolidated Balance Sheets
                                                             June 30,
                                                                                         2001                     2000
                                                                                         ----                     ----
<S>                                                                                     <C>                            <C>
Assets
Current assets
Cash and cash equivalents                                                               $ 2,307,922                    $ 6,711,882
Accounts receivable, less allowance for
   doubtful accounts of $230,000 and
   $182,000, as of June 30, 2001 and 2000, respectively                                  11,196,950                     10,373,705
Costs and estimated earnings in excess of
   billings on uncompleted contracts                                                      3,689,474                      3,170,375
Deferred income taxes                                                                       219,911                        250,960
Prepaid expenses and other current assets                                                 1,605,676                      2,582,053
                                                                                   ------------------------------------------------
Total current assets                                                                     19,019,933                     23,088,975

Fixed assets, less accumulated depreciation of $6,566,000 and $5,576,000, as of
   June 30, 2001 and 2000, respectively                                                   3,834,610                      4,258,360
Goodwill, net of accumulated amortization of $924,000 and $ 587,000, as of
   June 30, 2001 and 2000, respectively                                                   5,609,812                      7,142,414
Other assets                                                                                744,952                        629,438
                                                                                   ------------------------------------------------
                                                                                       $ 29,209,307                   $ 35,119,187
                                                                                   ================================================

Liabilities and stockholders' equity
Current liabilities
Current maturities of long-term debt                                                    $   949,953                   $  3,438,318
Accounts payable                                                                          3,884,920                      4,594,780
Accrued expenses and other current liabilities                                            4,764,035                      4,315,844
Billings in excess of costs and estimated earnings                                        4,129,006                      6,200,373
Income taxes payable                                                                        531,824                        474,586
                                                                                   ------------------------------------------------
Total current liabilities                                                                14,259,738                      19,023,901

Deferred income taxes                                                                       120,427                         52,396
Other long-term liabilities                                                                 452,617                        369,376
Debt, less current maturities                                                                     -                      3,702,493
Minority interest                                                                                 -                         65,558

Commitments and contingencies - Note 7

Stockholders' equity
Common stock authorized 50,000,000 shares
   $.001 par value, 13,817,000 and 12,615,000 shares issued
   as of June 30, 2001 and 2000, respectively.                                               13,817                         12,615
Additional paid-in capital                                                                9,300,624                      7,644,929
Retained earnings                                                                         7,101,111                      5,051,566
Officer loan                                                                               (500,000)                             -
Accumulated other comprehensive loss                                                       (592,900)                     (128,146)
                                                                                   ------------------------------------------------
                                                                                         15,322,652                    12,580,964

Less: treasury stock, at cost                                                              (946,127)                     (675,501)
                                                                                   ------------------------------------------------
Total stockholders' equity                                                               14,376,525                     11,905,463
                                                                                   ------------------------------------------------

Total liabilities and stockholders' equity                                             $ 29,209,307                   $ 35,119,187
                                                                                   ================================================

                                         See notes to consolidated financial statements.
</TABLE>
                                                               F-2
<PAGE>


<TABLE>
<CAPTION>
                                            TOTAL RESEARCH CORPORATION AND SUBSIDIARIES
                                                 Consolidated Statements of Income
                                                        For the Years Ended
                                                              June 30

                                                                     2001              2000              1999
                                                                     ----              ----              ----
<S>                                                                <C>                <C>              <C>
Revenues                                                           $ 53,781,846       $ 50,755,769     $ 41,561,835
Direct costs                                                         25,046,782         25,028,136       20,450,287
                                                                ----------------------------------------------------

Gross profit                                                         28,735,064         25,727,633       21,111,548

Operating expenses                                                   25,303,916         22,738,922       17,801,453

Unusual charge                                                          145,000                  -          320,000
                                                                ----------------------------------------------------

Income from operations                                                3,286,148          2,988,711        2,990,095

Interest income, net                                                    114,397            152,128          230,462

Minority interest in income of subsidiary                              (144,505)           (34,775)               -
                                                                ----------------------------------------------------
Income before provision
  for income taxes                                                    3,256,040          3,106,064        3,220,557

Provision for income taxes                                            1,206,495          1,189,436        1,244,820
                                                                ----------------------------------------------------

Net income                                                         $  2,049,545        $ 1,916,628     $  1,975,737
                                                                ====================================================

Earnings per share
 Basic                                                               $     0.16          $    0.16       $     0.17
 Diluted                                                             $     0.16          $    0.14       $     0.16

Weighted average common shares
Outstanding    - Basic                                               12,868,097         12,334,925       11,586,010

               - Diluted                                             13,171,606         13,579,232       12,693,423

                                         See notes to consolidated financial statements.
</TABLE>

                                                               F-3
<PAGE>

<TABLE>
<CAPTION>

                                            TOTAL RESEARCH CORPORATION AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                         COMMON STOCK                                                       TREASURY STOCK
                                ------------------------------                                      -----------------------------
                                                                   ACCUMULATED
                                                       ADDITIONAL    OTHER                                                TOTAL
                               SHARES                   PAID-IN   COMPREHENSIVE RETAINED    OFFICER                    STOCKHOLDERS'
                               ISSUED      AMOUNT       CAPITAL      INCOME     EARNINGS      LOAN   SHARES     AMOUNT    EQUITY
                               ------      ------       -------      ------     --------      ----   ------     ------    ------

<S>                          <C>         <C>       <C>            <C>         <C>           <C>     <C>     <C>         <C>
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
                             ----------  --------   ----------   ----------  ----------- ---------- -------- --------   ----------


Exercise of options             853,000       853      506,888           -             -         -   4,535   (15,813)     491,928

Tax benefit - exercise of
   options                            -         -      510,259           -             -         -       -          -     510,259

Translation adjustment                -         -            -     (92,221)            -         -       -          -     (92,221)

    Net income                        -         -            -           -     1,916,628         -       -          -   1,916,628
                             ----------  --------   ----------   ----------  ----------- ---------- -------- --------   ----------

Balance-June 30, 2000        12,614,608    12,615    7,644,929    (128,146)    5,051,566         - 196,414  (675,501)  11,905,463
                             ----------  --------   ----------   ----------  ----------- ---------- -------- --------   ----------


Exercise of options           1,202,275     1,202    1,135,904           -             -         -  84,189  (270,626)     866,480

Tax benefit - exercise of
      options                         -         -      519,791           -             -         -       -          -     519,791

Loan to officer                       -         -            -           -             -  (500,000)       -          -   (500,000)

Unrealized loss on investment          -         -           -      (33,200)           -         -       -          -     (33,200)

Translation adjustment                -         -            -     (431,554)           -         -       -          -    (431,554)

    Net income                        -         -            -           -     2,049,545         -       -          -   2,049,545
                             ----------  --------   ----------   ----------  ----------- ---------- -------- --------   ----------

Balance-June 30, 2001        13,816,883  $ 13,817   $9,300,624   $(592,900)  $ 7,101,111 $(500,000) 280,603 $(946,127) $14,376,525
                             ==========  ========   ==========   ==========  =========== ========== ======== ========  ===========
                                         See notes to consolidated financial statements.
</TABLE>

                                                               F-4
<PAGE>
<TABLE>
<CAPTION>


                                            TOTAL RESEARCH CORPORATION AND SUBSIDIARIES
                                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   FOR THE YEARS ENDED JUNE 30,

                                                                  2001             2000            1999
                                                                  ----             ----            ----

<S>                                                           <C>             <C>               <C>
Net income                                                    $  2,049,545    $  1,916,628      $1,975,737
ADJUSTMENTS TO RECONCILE NET INCOME
  TO NET CASH PROVIDED BY OPERATING ACTIVITIES
     Depreciation                                                1,337,814         859,853         776,371
     Amortization                                                  423,206         346,358         343,250
     Deferred income taxes                                          99,080         395,436          10,100
     Minority interest in income of subsidiaries                   144,505          34,775               -
TAX BENEFIT FROM EXERCISE OF STOCK OPTIONS                         519,791         510,259         272,420
CHANGES IN OPERATING ASSETS AND LIABILITIES
     Accounts receivable                                          (823,245)     (3,305,506)       (616,654)
     Costs and estimated earnings in excess of billings
        on uncompleted contracts                                  (519,099)         77,895      (2,047,005)
     Prepaid expenses and other current assets                     976,377      (1,996,791)        130,114
     Other assets                                                 (130,597)        (85,490)       (463,103)
     Accounts payable                                           (1,639,646)        556,214         652,857
     Accrued expenses and other current liabilities                446,517         802,906         678,878
     Billings in excess of costs and estimated
        earnings                                                (2,071,367)      2,826,708         (20,880)
     Income taxes payable                                           57,237        (239,473)        420,888
     Other long-term liabilities                                   (55,949)       (396,870)        232,398
                                                        ---------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                          814,169       2,302,902       2,345,371
                                                        ---------------------------------------------------

Cash flows from investing activities
Purchases of equipment and lease improvements                   (1,017,901)    (2,438,187)      (1,274,609)
Acquisition of Romtec, net of cash acquired                              -     (2,557,230)                -
Net proceeds from sale of joint venture                          2,124,902               -                -
                                                        ----------------------------------------------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES              1,107,001     (4,995,417)      (1,274,609)
                                                        ----------------------------------------------------

Cash flows from financing activities
Payments on bank borrowings                                     (4,200,000)      (398,693)         282,027
Payments under capital leases                                      (70,873)              -               -
Payments to note holders                                        (1,989,184)              -               -
Proceeds from bank borrowing                                             -       4,200,000               -
Proceeds from issuance of common stock                             404,475         777,051       1,811,774
Purchase of treasury stock                                         (37,994)      (285,123)               -
                                                        ---------------------------------------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES             (5,893,576)      4,293,235       2,093,801
                                                        ---------------------------------------------------

EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH                   (431,554)       (92,221)         (58,527)
                                                        ----------------------------------------------------

NET (DECREASE) INCREASE IN CASH AND CASH
    EQUIVALENTS                                                 (4,403,960)      1,508,499       3,106,036

Cash and cash equivalents - beginning of year                    6,711,882       5,203,383       2,097,347
                                                        ---------------------------------------------------
Cash and cash equivalents  - end of year                      $  2,307,922     $ 6,711,882      $5,203,383
                                                        ===================================================

Supplemental disclosures of cash flow information
Income taxes paid                                              $   100,000     $ 1,976,378       $ 493,310
Interest paid                                                  $   254,039     $    80,309       $  43,789

Supplemental disclosure of non-cash financing activity
Exchange of common stock as payment for
   exercised stock options                                     $   232,632     $    15,813       $ 371,971
Romtec seller notes                                            $         -     $ 3,057,477               -
Purchases of equipment through capital lease                                   $    70,873
Assumption of liabilities in Teligen acquisition               $   929,786               -               -

                                         See notes to consolidated financial statements.
</TABLE>


                                                               F-5
<PAGE>

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 percent of the  Company's  revenues and 10 percent of
accounts receivable in the year ended June 30, 1999. For the year ended June 30,
2000,  one customer  accounted for 21 percent of total  revenues of the Company.
For the year ended June 30, 2001, two customers each accounted for 11 percent of
revenues and one accounted for 11 percent of accounts receivable.

     The Company  services these clients through its United States  locations in
Princeton, New Jersey; Minneapolis,  Minnesota; Tampa, Florida; and its overseas
locations in 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  subsidiaries   after   elimination  of   inter-company   accounts  and
transactions.

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

     The  preparation of the financial  statements in conformity with accounting
principles  generally accepted in the United States 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  software  development  and  five to ten  years  for  office  equipment  and
fixtures.  Leasehold improvements are amortized over the shorter of the economic
lives or the underlying lease term.


                                      F-6
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
         ------------------------------------------

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  assets is deferred rent of  approximately
$53,300 and  $9,550,  at June 30,  2001 and 2000.  Included  in other  long-term
liabilities is deferred rent of approximately  $46,016 and $25,500,  at June 30,
2001 and 2000, 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  periods  ranging  from 20 to 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.  Impairment
adjustments  will be recorded  if the sum of  expected  future net cash flows is
less than the carrying amount of the goodwill.

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

     The Company uses the asset and liability  method of  accounting  for income
taxes.  Under this method,  deferred tax assets and  liabilities  are determined
based on differences between financial reporting and the tax basis of assets and
liabilities  and are measured  using the enacted tax rates and laws that will be
in effect when such  differences  are  expected to reverse.  The  provision  for
income  taxes  includes  Federal,  foreign,  state and local income  taxes.  The
unremitted  earnings of the Company's foreign  subsidiaries are considered to be
permanently  reinvested  and are  not  expected  to be  remitted  to the  parent
company. Calculation of any possible future tax liabilities is not practical.

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.
As of June 30, 2001, no impairments have occurred.

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

     As  permitted  by  FASB  Statement  No.  123,  Accounting  for  Stock-Based
Compensation,  the  Company has elected to follow  Accounting  Principles  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
------------------

     Basic and diluted  earnings per share are  calculated  in  accordance  with
Financial  Accounting  Standards Board Statement No. 128,  "Earnings Per Share".
The difference  between basic weighted  average shares  outstanding  and diluted
weighted average shares outstanding of 303,509, 1,244,307 and 1,107,413 for each
of the years ended June 30, 2001, June 30, 2000 and June 30, 1999, respectively,
relates entirely to employee stock options.

FOREIGN CURRENCY TRANSLATION
----------------------------

     All  balance  sheet  accounts  of  foreign  subsidiaries,  all of which are
located in  Europe,  have been  translated  at  exchange  rates in effect at the
balance sheet date.  Income  statement  amounts have been  translated at average
rates of exchange in effect during the year. The gains and losses resulting from
the changes in exchange rates from year to year have been recorded  within other
comprehensive income.


                                      F-7
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
         ------------------------------------------

Comprehensive income for the years ended June 30 consisted of:

                                2001              2000           1999
                                ----              ----           ----
Net income                    $2,049,545        $1,916,628       $1,975,737
Translation adjustment          (431,554)          (92,221)         (58,527)
Unrealized Gain (Loss)           (33,200)                -                -
                           ----------------- ---------------- --------------
Comprehensive Income          $1,584,791        $1,824,407       $1,917,210
                           ================= ================ ==============

NOTE 3.  ACQUISITIONS AND DISPOSITION
         ----------------------------

     In May of  2000,  the  Company  acquired  Romtec  Plc  and  its  subsidiary
("Romtec"),  a European  Internet research and marketing  services company.  The
total  acquisition  price  consisted of cash and notes amounting to a maximum of
$7.2 million. The excess of the purchase price and direct acquisition costs over
the  fair  value  of  the  net  assets   acquired  was   calculated  as  follows
(approximately):

     Cash paid at closing                        $4,100,000
     Notes due to Seller (See Note 6)             3,100,000
                                                  ---------
              Total Purchase Price                                 $7,200,000
     Fair value of net assets acquired                              1,800,000
                                                                   ----------
     Excess purchase price                                          5,400,000
     Direct acquisition costs                                         200,000
                                                                   ----------
     Total goodwill                                                $5,600,000
                                                                   ==========

     The  acquisition  was  accounted for as a purchase,  and the  operations of
Romtec are included in the accompanying  consolidated  statements of income from
the purchase date. The purchase price has been allocated to the assets  acquired
and liabilities  assumed based on their fair values as of the acquisition  date.
Romtec had a 51 percent  interest  ownership in its subsidiary,  Romtec GfK. The
total  amount of goodwill is being  amortized on a  straight-line  basis over 25
years.  In addition,  the  acquisition  was  completed  through a newly  formed,
wholly-owned subsidiary, Total Research Holdings Limited.

     On April 4, 2001, the Company acquired  Teligen Limited,  a UK-based market
research and consultancy company for (pound)2 plus the assumption of liabilities
of $930,000 which resulted in goodwill of $930,000 which is being amortized over
25 years.  The  acquisition  was  accounted for as a purchase and the results of
operations  have been included in the  accompanying  consolidated  statements of
income from the purchase date through June 30, 2001.

     On June 29, 2001,  the Company  sold its 51 percent  interest in the Romtec
GfK joint  venture to GfK, a German  based  market  research  company,  for $2.3
million  which  equaled the net book value at the  transaction  date,  primarily
consisting of $2.1 million of goodwill.  The Company had acquired its 51 percent
interest in connection with the Romtec acquisition described above.

     The following table presents the unaudited pro forma  consolidated  results
of operations  for the years ended June 30, 2001,  2000 and 1999 as if the above
Romtec  acquisition had occurred on July 1, 1998, as if the Teligen  acquisition
had occurred on July 1, 1999 and as if the Romtec GfK  disposition  had occurred
on July 1, 2000:

                                                UNAUDITED
                                                ---------
                                   2001          2000            1999
                                   ----          ----            ----
Sales                         $53,335,000   $52,029,000      $48,563,000
Net income                      1,413,000     1,587,000        2,035,000
Basic net income per share           0.11          0.13             0.18
Diluted net income per share         0.11          0.12             0.16


                                      F-8
<PAGE>

NOTE 3.  ACQUISITIONS AND DISPOSITION (CONT'D)
         ----------------------------

     The pro forma amounts reflect  amortization of the excess of purchase price
over the net assets  acquired and the related tax effect.  The pro forma results
are not  necessarily  indicative  of the results of  operations  that would have
occurred  had the  acquisition  taken  place  at the  beginning  of the  periods
presented  nor are they  intended to be  indicative of results that may occur in
the future.

NOTE 4 - CONCENTRATION OF CASH BALANCE
         -----------------------------

     At June 30, 2001,  a cash balance of  $1,989,092  is  maintained  in a bank
account  insured by the  Federal  Deposit  Insurance  Corporation  (FDIC).  This
balance exceeds the insured amount of $100,000.

NOTE 5 - FIXED ASSETS
         ------------

                                                  June 30,
                                          2001                 2000
                                      --------------       -------------

Office equipment and fixtures           $ 8,072,359      $    7,983,218

Software development                      1,400,144             894,111

Leasehold improvements                      927,631             956,935
                                      --------------       -------------

                                         10,400,134           9,834,264
Less: accumulated depreciation and
  amortization of fixed assets.           6,565,524           5,575,904
                                      --------------       -------------
                                        $ 3,834,610         $ 4,258,360
                                      ==============       =============

Depreciation  expense  for the  years  ended  June 30,  2001,  2000 and 1999 was
approximately  $1,338,000,  $860,000 and  $776,000,  respectively.  Amortization
expense  for the years  ended  June 30,  2001,  2000 and 1999 was  approximately
$423,000, $346,000 and $343,000, respectively.

NOTE  6 -  DEBT
           ----

Long-term debt consists of the following:

                                                        June 30,
                                            2001                   2000
                                            ----                   ----

Summit Bank credit agreement
    Facility "A"                                                $ 3,383,334
    Facility "B"                                                    700,000
Bank overdraft facility                                                   -
Note payable - Romtec acquisition          $ 949,953              3,057,477
                                   -------------------- -----------------------
                                                                  7,140,811
Less current portion                         949,953              3,438,318
                                   -------------------- -----------------------
Long-term portion of debt                    $     -            $ 3,702,493
                                   ==================== =======================

The Company has a credit agreement with Fleet/Summit Bank, located in Princeton,
NJ. The credit  agreement  consists of two facilities  with aggregate  borrowing
availability  of up to  $10  million.  Facility  "A"  is a  term  loan  and  was
designated for the acquisition of Romtec (acquired May 12, 2000), a wholly owned
subsidiary  of the  Company,  and is  capped  at  $3,500,000.  Borrowings  under
Facility "A" were $ 0 and $3,383,334 at June 30, 2001 and 2000.  Facility "B" is
a line of credit and is designated for working capital  purposes,  and is capped
at the difference between $10 million less the balance of Facility

                                      F-9
<PAGE>

NOTE 6 - DEBT (CONT'D)
         ----

"A".  Borrowings  under  Facility  "B" were $0 and $700,000 at June 30, 2001 and
2000.  The interest rate for the entire credit  agreement is prime plus one-half
percent

     As of June 30,  2001,  the Company  was in  compliance  with all  financial
covenants.

     In addition,  the Company has a bank overdraft  facility of  (pound)400,000
(approximately  $566,000 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 June
30, 2001 and 2000, borrowings were (pound)0 against this overdraft facility.

     In connection  with the  acquisition  of Romtec as described in Note 3, the
Company had a note payable to the Seller in the total amount of  $3,057,477.  Of
this amount,  $2,038,318  was a guaranteed  payment  which was made on the first
anniversary of the  acquisition.  The remaining amount of $949,953 is to be made
on the second  anniversary of the  acquisition and may be adjusted should Romtec
fall short of specified  operating targets.  The Company believes such operating
targets will be met.

NOTE 7 - 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
                      --------           -------                      ---

2002                   $ 1,885,661       $199,179               $ 1,686,482

2003                     1,879,932        209,264                 1,670,668

2004                     1,872,174              -                 1,872,174

2005                     1,493,049              -                 1,493,049

2006                     1,167,803              -                 1,167,803

Thereafter               1,090,591              -                 1,090,591
                     --------------    -------------            --------------

Total minimum
Payments required     $  9,389,210      $    408,443            $ 8,980,767
                     ==============    =============            ==============

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  $2,074,000,
$1,732,000  and  $1,178,000  for the fiscal years ended June 30, 2001,  2000 and
1999, respectively.

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

The  Company  has  entered  into  employment   agreements  with  key  management
personnel.  These  agreements  expire at different  times through June 30, 2002.
They contain  provisions  for future base salaries  through this date that total
$1,416,000.  There is also a bonus  arrangement for up to 20 percent of the base
salary if individual goals are met. In addition, key management will be eligible
for an excess bonus if such goals are exceeded.

                                      F-10
<PAGE>

NOTE 7 - COMMITMENTS AND CONTINGENCIES (CONT'D)
         -----------------------------

On July 3, 2000,  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 two years, effective immediately.  Included
in other  assets as of June 30, 2001 is a  non-collateralized  loan  receivable,
with  interest  at the IRS rate of 8 percent,  from this  officer  amounting  to
$300,000,  which is due June 30, 2002.  Additionally,  in  accordance  with this
employment  agreement,  in April 2001, the officer borrowed $500,000.  Such loan
was used in connection with the exercise of options and the officer has provided
shares which are held by the Company,  equal to 125 percent of the loan value as
collateral  for the  loan.  Accordingly,  such  loan  has  been  reflected  as a
contra-equity  account in stockholders'  equity on the balance sheet at June 30,
2001.

In fiscal 1999 the Company  entered into  transition  agreements with two former
employees and directors of the Company.  The  agreements  ended on June 30, 2001
and provide  for total  compensation  of $320,000  and is included in the income
statement as an unusual cost.

NOTE 8 - 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)              2001            2000
                                                    ----            ----

      Allowance for doubtful accounts                $ 19,871       $ 38,351
      Accrued vacation                                170,179        190,931
      Accrued expenses                                 32,626         32,626
      Other                                            (2,765)       (10,948)
                                               -------------------------------

      Total current deferred tax asset               $219,911       $250,960
                                               ===============================

      Non-current assets and (liabilities)
      Depreciation                                  $(136,709)     $(253,302)
      Deferred rental obligation                        2,889         (6,339)
      Capitalized market research products                  -         64,917
      Transition agreement                                  -        129,044
      Other                                            13,393         13,284
                                               -------------------------------

      Total non-current deferred tax asset
      (liability)                                   $(120,427)     $ (52,396)
                                               ===============================

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:

                                       2001           2000          1999
                                       ----           ----          ----
       United States                  $ 1,620,757 $2,398,620    $  2,422,613
       United Kingdom                   1,635,283    707,444         797,944
                                 -------------------------------------------
       Total                          $ 3,256,040 $3,106,064    $  3,220,557
                                 =============================================



                                      F-11
<PAGE>

NOTE 8 - INCOME TAXES (CONT`D)
         ---------------------

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

    Current expense
                                      2001            2000           1999
                                      ----            ----           ----
    Federal                          $ 365,317        $ 469,762     $  866,768
    State                              133,178          135,427        138,095
    Foreign                            608,920          188,811        229,886
                                 ----------------------------------------------
                                     1,107,415          794,000      1,234,749
    Deferred expense (benefit)
    Federal                             88,935          310,424         10,071
    State                               24,926           71,264              -
    Foreign                            (14,781)          13,748              -
                                 ----------------------------------------------
                                    $1,206,495       $1,189,436     $1,244,820
                                 ==============================================

Reconciliation of the tax provision  computed at the U.S.  statutory tax rate to
the income tax provided for the years ended June 30 is as follows:

                                                2001          2000        1999
                                                ----          ----        ----

  Computed provision at the statutory rate  $1,107,054   $1,056,052   $1,055,508
  International rate differences               (58,033)     (25,528)      12,707
  State income tax, net                        104,349      136,416      136,638
  Other                                         53,125       22,496       39,967
                                           -------------------------------------

  Income tax provision                      $1,206,495   $1,189,426   $1,244,820
                                           =====================================

Included in Prepaid expenses and other current assets at June 30, 2001 and 2000
are prepaid taxes of $226,000 and $1,504,000, respectively.

NOTE 9 - EMPLOYEE BENEFITS 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 percent to 15 percent of their
compensation.  The Company has, in the past, made a matching  contribution in an
amount  equal  to  50  percent  of  each   participating   employee's   elective
contribution  up to 6  percent  of the  participating  employee's  compensation.
Company contributions charged to operating expense were approximately  $355,000,
$498,000 and $205,000  for fiscal  years ended June 30,  2001,  2000,  and 1999,
respectively.


                                      F-12
<PAGE>

NOTE 10 - ACCRUED EXPENSES
          ----------------

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

                                             2001             2000
                                             ----             ----

        Bonus and other payroll accruals    $ 1,476,847      $ 2,050,756
        Vacation accrual                        581,256          480,426
        Accrued project direct costs          1,851,531        1,232,784
        Accrued transition agreements           129,320          324,704
        Other                                   725,081          227,174
                                            -----------------------------

                                            $ 4,764,035      $ 4,315,844
                                            =============================

NOTE  11 - 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 percent of fair market value with respect to  non-qualified  options).
Options  granted under the plan become  exercisable at such times as the Company
elects 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  authorizes the Company to issue  4,500,000 stock
options  (of which  500,000  shares are  subject  to  stockholder  approval)  to
existing  and future  Officers,  Directors,  Employees  and  Consultants  of the
Company.   Incentive  Stock  Options  or  Non-Statutory   Stock  Options  become
exercisable  at such times as the Company elects 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 percent of the fair market value of the  Company's  common stock at the date
of grant. In addition,  any non-employee 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 percent for
each twelve  months of continuous  service  until fully  vested.  As of June 30,
2001, there are 65,111 options available for grant.

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, 2001, 2000 and 1999, respectively: risk-free interest rates of 5.72 percent,
5.68 percent and 5.20  percent;  dividend  yields of 0 percent,  0 percent and 0
percent; volatility factors of the expected market price of the Company's common
stock of .63 , .78 and .76; and a weighted  average  expected life of the option
of 7 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


                                      F-13
<PAGE>

NOTE 11 - STOCK OPTION PLANS (CONT'D)
          ------------------

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.

For purposes of pro forma  disclosures,  the estimated fair value of the options
is amortized to expense over the options'  vesting  period.  The  Company's  pro
forma information follows:

                                                 June 30,
                                 2001              2000                 1999
                                 ----              ----                 ----

Pro forma net income           $1,460,046        $1,340,972          $1,640,445

Pro forma income per share
                     Basic        0.11             0.11                 0.14
                     Diluted      0.11             0.10                 0.13

The effect of pro forma  compensation  expense arising from stock options was to
decrease net income by $589,499,  $575,656 and $335,292 for the years ended June
30, 2001, 2000 and 1999, respectively.

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

                                            2001                               2000                              1999
                            --------------------------------------------------------------------------------------------------------
                                 Options           Weighted       Options (000)  Weighted Average     Options      Weighted Average
                                  (000)             Average                       Exercise Price        (000)       Exercise Price
                                 Exercise Price
                            --------------------------------------------------------------------------------------------------------
<S>                                    <C>             <C>               <C>            <C>               <C>              <C>
Outstanding -Beginning of
Year                                   3,291           $    1.76         4,144          $    1.56         3,001            $    1.04

Granted                                  636                3.21             -                  -         1,429                 2.50
Exercised                             (1,202)              (0.95)         (853)             (0.96)         (286)              (1.07)
Forfeited                               (244)              (2.76)            -                  -             -                    -
                            ----------------- ------------------- -------------  ----------------- -------------  ------------------

Outstanding - End of Year              2,481           $    2.43         3,291          $    1.76         4,144            $    1.56
                            ================= =================== =============  ================= =============  ==================

Exercisable - End of Year              1,442           $    2.30         1,929               1.37           876                 1.85

Weighted average fair value
of options granted during the  year:                   $    1.71                           $    -                          $    1.61

</TABLE>




                                                               F-14
<PAGE>




NOTE 11 - Stock Option Plans (cont'd)
          ------------------

Following  is a  summary of  the status of stock options outstanding at June 30,
2001:
<TABLE>
<CAPTION>

                                      Outstanding Options                           Exercisable

                                            Weighted
                                             Average            Weighted                      Weighted
   Exercise Price                           Remaining           Average                         Average
       Range              Number        Contractual Life       Exercise         Number     Exercise Price
                                                                Price
--------------------------------------------------------------------------------------------------------------------
<S>                       <C>              <C>                  <C>              <C>           <C>
$ .00 - $  .99               218,500       1.0 years            $   0.81         218,500       $   0.81
$1.00 - $1.99                281,000       1.9 years            $   1.52         276,225       $   1.52
$2.00 - $2.99              1,756,600       7.5 years            $   2.46         813,603       $   2.44
$3.00 - $3.99                 44,000       4.9 years            $   3.55          38,786       $   3.54
$4.00 - $4.99                110,000       9.0 years            $   4.06          24,953       $   4.06
Over $ 5.00                   70,000       3.5 years            $   7.13          70,000       $   7.13
</TABLE>

The Company  received  67,689,  4,535 and 98,949  shares of its own Common Stock
with a fair market value of $232,632,  $15,813 and $371,971 in  connection  with
the exercise of certain stock options  during fiscal years 2001,  2000 and 1999,
respectively.


                                      F-15
<PAGE>


NOTE 12 - 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 totals for the
years ended June 30 (in thousands) are as follows:


       Year ended June 30, 2001:          US Market      UK Market       Total
                                           Research       Research     Segments
                                           --------       --------     --------



       Revenues                           $ 32,403        $ 21,379      $ 53,782
       Depreciation and amortization         1,008             753         1,761
       Operating income                      1,174           2,112         3,286
       Interest income (expense)               446            (332)          114
       Income before income taxes            1,621           1,635         3,256
       Total assets                         17,925          11,284        29,209
       Capital expenditures                    906             112         1,018

       Year ended June 30, 2000:


       Revenues                            $34,523        $ 16,233      $ 50,756
       Depreciation and amortization           967             239         1,206
       Operating income                      2,116             873         2,989
       Interest income (expense)               228             (76)          152
       Income before income taxes            2,344             762         3,106
       Total assets                         25,578           9,541        35,119
       Capital expenditures                  1,543             895         2,438


       Year ended June 30, 1999:


       Revenues                            $28,990        $ 12,572      $ 41,562
       Depreciation and amortization           902             218         1,120
       Unusual charge                          320               -           320
       Operating income                      2,148             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


                                      F-16
<PAGE>


NOTE 13 - 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 Purchase  Agreement includes a provision whereby the Investors will, on
a best efforts basis,  assist the Company in obtaining up to $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.  For the years ended June 30, 2001 and 2000, the Company has  repurchased
16,500  shares  and  76,250   shares,   at  a  cost  of  $37,994  and  $285,000,
respectively, which were immediately retired.

     On June 5, 2001, the Company's Board of Directors authorized the company to
repurchase from time to time over a one-year period ending June 30, 2002 in open
market transactions up to one million shares of the Company's common stock.

NOTE 14 - IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
          ----------------------------------------------

     In June 2001, the Financial Accounting Standards Board issued Statements of
Financial  Accounting  Standards No. 141,  Business  Combinations,  and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December  15, 2001 with early  application  allowed at the  beginning  of fiscal
years  beginning  after  March 15,  2001.  Under  the new  rules,  goodwill  and
intangible  assets deemed to have  indefinite  lives will no longer be amortized
but will be  subject  to  annual  impairment  tests  in  accordance  with  these
Statements.  Other  intangible  assets will continue to be amortized  over their
useful lives.

     The Company will  implement  early  adoption of the new rules on accounting
for  goodwill and other  intangible  assets  beginning  in the first  quarter of
fiscal 2002. Application of the non-amortization  provisions of the Statement is
expected to result in an increase in operating income of approximately  $337,000
per year.  During the first quarter of 2002,  the Company will perform the first
of the required  impairment  tests of goodwill and indefinite  lived  intangible
assets as of July 1, 2001, and has not yet  determined  what the effect of these
tests will be on the earnings and financial position of the Company.

     In June 1998, the FASB issued SFAS No. 133  ("Statement  133"),  Accounting
for Derivative Instruments and Hedging Activities.  This Statement requires that
all derivatives be recorded in the balance sheet as either an asset or liability
measured at its fair value and that  changes in the  derivative's  fair value be
recognized  currently in earnings unless specific hedge accounting  criteria are
met.  The  Company  will be  required  to adopt  Statement  133,  as  amended by
Statement No. 137,  which  deferred the effective  date to January 1, 2001.  The
provisions of this  statement  shall not be applied  retroactively  to financial
statements of prior periods.  The Company will adopt Statement 133 as of July 1,
2001. The Company believes that there will be no impact to the Company's results
of operations,  financial  position or cash flows upon the adoption of Statement
133.

                                      F-17
<PAGE>

NOTE 15 - QUARTERLY RESULTS OF OPERATIONS
          -------------------------------

The following table presents  summarized  quarterly  results for fiscal 2001 and
2000:
<TABLE>
<CAPTION>

                                                     2001 (unaudited)
                                   ------------- -------------- ----------------- --------------
                                      First         Second           Third           Fourth
                                   ------------- -------------- ----------------- --------------
<S>                                     <C>         <C>                  <C>            <C>
Revenues                                $14,029     $13,081              $12,396        $14,276
Gross profit                              6,960       6,086                5,875          9,814
Net income                                  504         617                  422            507
Basic net income per Share                  .04         .05                  .03            .04
Diluted net income per Share                .04         .05                  .03            .04

                                                     2000 (unaudited)
                                   ------------- -------------- ----------------- --------------
                                      First         Second           Third           Fourth
                                   ------------- -------------- ----------------- --------------
Revenues                                $13,791     $12,112              $10,273        $14,580
Gross profit                              6,860       5,222(1)             5,344          8,302
Net income                                  625         646                  413            233
Basic net income per Share                  .05         .05                  .03            .03
Diluted net income per Share                .05         .05                  .03            .03
</TABLE>

(1)  Gross profit was reduced by two multi-million dollar projects that included
     a large amount of data collection and processing costs.

NOTE 16 - INTEREST INCOME, NET
          --------------------

     The components of interest income,  net for the years ended June 30, are as
follows:
<TABLE>
<CAPTION>

                                       2001                           2000                           1999
                             --------------------------     --------------------------     --------------------------
<S>                                   <C>                            <C>                            <C>
Interest Income                       $765,339                       $350,059                       $274,251
Interest Expense                       650,942                       (197,931)                       (43,789)
                             --------------------------     --------------------------     --------------------------
      Total                           $114,397                       $152,128                       $230,462
                             ==========================     ==========================     ==========================
</TABLE>

NOTE 17 - SUBSEQUENT EVENT
          ----------------

     On August 6, 2001, the Company announced the signing of a definitive merger
agreement with Harris Interactive Inc. ("Harris").  The merger, which is subject
to regulatory approval and approval by the stockholders of both companies, calls
for  Harris to  exchange  1.222  shares of  Harris  stock for each  share of the
Company's.  When completed,  existing Harris stockholders will own approximately
67.25  percent  and the  Company's  stockholders  will own  approximately  32.75
percent  of  the  outstanding  equity  of  the  combined  company.  Stockholders
representing  approximately 53 percent of the total outstanding  common stock of
Harris and approximately 24 percent of the total outstanding common stock of the
Company have executed  voting  agreements  pursuant to which they have agreed to
vote  their  shares  in favor of the  transactions  contemplated  by the  merger
agreement.  The merger is  expected  to be  finalized  in the fourth  quarter of
calendar year 2001. Following the merger, the Company will become a wholly owned
subsidiary of Harris and, initially, will continue to operate under its existing
name in the US and Europe.  Transaction charges totaling  approximately $145,000
were incurred in conjunction with the merger. Through June 30, 2001, these costs
are reported as unusual charges in the  accompanying  Consolidated  Statement of
Income.

                                      F-18
<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, net   Describe    End of period
-----------                    ---------    -------------   ---------   -------------

<S>                             <C>         <C>             <C>            <C>
YEAR ENDED JUNE 30, 2001:

Allowance for uncollectible
  accounts                      $182,340    $  104,586      $ 57,197(1)    $229,729

YEAR ENDED JUNE 30, 2000:

Allowance for uncollectible
  accounts                      $110,000    $  85,340       $ 13,000(1)    $182,340

YEAR ENDED JUNE 30, 1999:

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

</TABLE>



(1)  Write offs of fully reserved bad debts.


                                      S-1
<PAGE>

                                                                    Exhibit 21.1

                         LIST OF COMPANY'S SUBSIDIARIES
                         ------------------------------

1.  BlinkE Inc., a Delaware corporation

2.  The Idea Farm, Inc., a Delaware corporation

3.  Total Research Holdings Limited, a United Kingdom company

4.  Total Research Acquisitions Limited, a United Kingdom company

5.  Total Research Limited, a United Kingdom company

6.  Research Europe Limited, a United Kingdom company

7.  Teligen Limited, a United Kingdom company

8.  Romtec Limited, a United Kingdom company




<PAGE>




                                                                    Exhibit 23.1

                         Consent of Independent Auditors



We consent to the  incorporation  by  reference in the  Registration  Statements
(Form  S-8 No.s  333-74635  and  333-74631)  pertaining  to the  Total  Research
Corporation 1995 and 1986 Stock Incentive Plans and in the related Prospectus of
our report  dated August 17, 2001,  with respect to the  consolidated  financial
statements  and schedule of Total  Research  Corporation  included in the Annual
Report (Form 10-K) for the year ended June 30, 2001.



                                                   /s/ERNST & YOUNG LLP


MetroPark, New Jersey
August 29, 2001