--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    ---------

                                    FORM 10-Q

(MARK ONE)

      |X|   QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            AND EXCHANGE ACT OF 1934
                      FOR THE PERIOD ENDING MARCH 31, 2004
                                       OR
      |_|   TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            AND  EXCHANGE  ACT  OF  1934  FOR  THE  TRANSITION  PERIOD  FROM  TO
            COMMISSION FILE NUMBER 0 - 1325

                                    ---------

                               VICOM, INCORPORATED

             (Exact name of registrant as specified in its charter)

                                    MINNESOTA

         (State or other jurisdiction of incorporation or organization)

                                  41 - 1255001

                        (IRS Employer Identification No.)

              9449 SCIENCE CENTER DRIVE, NEW HOPE, MINNESOTA 55428

                    (Address of principal executive offices)

                   TELEPHONE (763) 504-3000 FAX (763) 504-3060

                        www.vicominc.net      Internet

     (Registrant's telephone number, facsimile number, and Internet address)

      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  and 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 whether the registrant is an accelerated  filer (as
defined in rule 12b-2 of the Exchange Act).

                             Yes |_|      No |X|

      On  May  10,  2004  there  were  22,847,212  shares   outstanding  of  the
registrant's  common stock,  par value $.01 per share,  and 161,931  outstanding
shares of the registrant's convertible preferred stock.

--------------------------------------------------------------------------------

<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

                      VICOM, INCORPORATED AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                               ----------------------------
                                                                 March 31,       March 31,
                                                                   2004            2003
                                                               ------------    ------------
                                                                (unaudited)     (unaudited)

<S>                                                            <C>             <C>
REVENUES ...................................................   $  5,747,474    $  5,871,762
COSTS AND EXPENSES
     Cost of products and services .........................      4,348,949       4,310,702
     Selling, general and administrative ...................      2,596,953       2,235,996
                                                               ------------    ------------
     Total Costs and Expenses ..............................      6,945,802       6,546,698

LOSS FROM OPERATIONS .......................................     (1,198,328)       (674,936)
OTHER EXPENSE
     Interest expense ......................................       (321,377)       (225,687)
     Other Income (expense) ................................          2,841         (65,496)
                                                               ------------    ------------
     Total Other Expense ...................................       (318,536)       (291,183)

LOSS BEFORE INCOME TAXES ...................................     (1,516,864)       (966,119)

PROVISION FOR INCOME TAXES .................................              0               0
                                                               ------------    ------------

NET LOSS ...................................................     (1,516,864)       (966,119)
Preferred Stock Dividends ..................................        (62,653)        (56,471)
                                                               ------------    ------------
LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS ...................   $ (1,579,517)   $ (1,022,590)
                                                               ============    ============

LOSS PER SHARE - BASIC AND DILUTED .........................   $       (.08)   $       (.08)

WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED ....     19,280,632      13,418,333
</TABLE>

            See notes to condensed consolidated financial statements

                                       2
<PAGE>

                      VICOM, INCORPORATED AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 2004 AND DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                             March 31, 2004     December 31, 2003
                                                                            ----------------    ----------------
                                                                               (unaudited)          (audited)
<S>                                                                         <C>                 <C>
                                       ASSETS
CURRENT ASSETS
   Cash and cash equivalents ............................................   $      1,602,593    $      2,945,960
   Certificate of deposit ...............................................            250,000             250,000
   Accounts receivable, net .............................................          2,039,841           1,658,114
   Inventories, net .....................................................          1,951,218           1,973,817
   Other Current Assets .................................................            103,152              96,550
                                                                            ----------------    ----------------
      TOTAL CURRENT ASSETS ..............................................          5,946,804           6,924,441
                                                                            ----------------    ----------------
PROPERTY AND EQUIPMENT, NET .............................................          3,369,071           3,589,704
                                                                            ----------------    ----------------
OTHER ASSETS
   Goodwill .............................................................          2,761,245           2,748,879
   Other ................................................................          1,039,508             639,861
                                                                            ----------------    ----------------
       TOTAL OTHER ASSETS ...............................................          3,800,753           3,388,740
                                                                            ----------------    ----------------
TOTAL ASSETS ............................................................   $     13,116,625    $     13,902,885
                                                                            ----------------    ----------------

                        LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Checks issued in excess of cash in bank ..............................   $        142,775    $        147,398
   Wholesale line of credit .............................................          1,453,725             976,314
   Current portion of long term debt ....................................            919,032             998,813
   Current portion of note payable, stockholder .........................             88,080              81,554
   Current portion of capital lease obligations .........................             56,143              54,939
   Accounts payable .....................................................          1,663,419           1,771,699
   Accrued liabilities ..................................................          1,101,155           1,459,705
   Deferred service obligations and revenue .............................            332,255             315,227
                                                                            ----------------    ----------------
      TOTAL CURRENT LIABILITIES .........................................          5,756,584           5,805,649

LONG TERM DEBT, NET .....................................................          2,127,691           2,087,156
OTHER LONG TERM DEBT ....................................................            222,700                   0
NOTE PAYABLE, STOCKHOLDER, NET OF CURRENT PORTION .......................             16,576              32,837
CAPITAL LEASE OBLIGATIONS, NET OF CURRENT PORTION .......................            128,329             142,898
                                                                            ----------------    ----------------
TOTAL LIABILITIES .......................................................          8,251,880           8,068,540
                                                                            ----------------    ----------------
MINORITY INTEREST IN SUBSIDIARY .........................................                  0              26,634
STOCKHOLDERS' EQUITY
Cumulative convertible preferred stock, no par value:
   8% Class A (27,931 shares issued and outstanding,
      $293,276 liquidation preference) ..................................            419,752             419,752
  10% Class B (8,700 shares issued and outstanding,
      $91,350 liquidation preference) ...................................             62,000              62,000
  10% Class C (125,400 shares issued and outstanding,
      $1,254,000 liquidation preference) ................................          1,611,105           1,611,105
  15% Class E (77,650 shares issued and outstanding,
      $776,500 liquidation preference) ..................................            438,964             438,964
  Common stock, no par value (19,450,294 and 19,036,805 shares issued;
  19,440,150 and 19,019,786 shares outstanding) .........................          8,230,982           7,726,505
  Stock subscriptions receivable ........................................           (415,085)           (418,085)
   Options and warrants .................................................         30,514,872          30,514,872
   Unamortized compensation .............................................            (88,136)           (217,210)
   Accumulated deficit ..................................................        (35,909,709)        (34,330,192)
                                                                            ----------------    ----------------
TOTAL STOCKHOLDERS' EQUITY ..............................................          4,864,745           5,807,711
                                                                            ----------------    ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..............................   $     13,116,625    $     13,902,885
                                                                            ================    ================
</TABLE>

            See notes to condensed consolidated financial statements.

                                       3
<PAGE>

                      VICOM, INCORPORATED AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
      FOR THREE MONTHS ENDED MARCH 31, 2004 AND MARCH 31, 2003 (Unaudited)

<TABLE>
<CAPTION>
                                                                                                           THREE MONTHS ENDED
                                                                                                                 MARCH 31,
                                                                                                     -----------        -----------
                                                                                                        2004                2003
                                                                                                     -----------        -----------
<S>                                                                                                  <C>                <C>
OPERATING ACTIVITIES
   Net loss ..................................................................................       $(1,516,864)       $  (966,119)
   Adjustments to reconcile net loss to net cash flows from operating activities
      Depreciation and amortization ..........................................................           363,327            214,132
      Amortization of deferred compensation ..................................................           112,641            120,190
      Amortization of original issue discount ................................................           188,979            114,616
      Common stock issued for services .......................................................            19,887            321,920
      Loss on sales of property and equipment ................................................                 0             74,137
      Interest receivable on stock subscription receivable ...................................                 0            (10,826)
      Changes in operating assets and liabilities:
        Accounts receivable, net .............................................................          (385,460)           (65,526)
        Inventories, net .....................................................................            22,599            (29,704)
        Other current assets .................................................................           (10,028)          (225,568)
        Other assets .........................................................................           (37,171)               600
        Wholesale line of credit .............................................................           477,411            187,910
        Accounts payable and accrued liabilities .............................................          (459,736)          (234,476)
        Deferred service obligations and revenue .............................................            17,028             26,029
                                                                                                     -----------        -----------
           Net cash flows from operating activities ..........................................        (1,207,387)          (472,685)
                                                                                                     -----------        -----------

INVESTING ACTIVITIES
   Purchases of property and equipment .......................................................           (39,659)           (92,285)
   Proceeds from sale of property and equipment ..............................................               151                  0
   Collections on notes receivable ...........................................................             3,000              5,000
                                                                                                     -----------        -----------
           Net cash flows from investing activities ..........................................           (36,508)           (87,285)
                                                                                                     -----------        -----------
FINANCING ACTIVITIES
   Checks issued in excess of cash in bank ...................................................            (4,623)                 0
   Payments on long term debt ................................................................           (31,867)           (53,260)
   Payments on capital lease obligations .....................................................           (19,723)           (20,474)
   Payments on note payable to stockholder ...................................................            (9,735)                 0
   Proceeds from issuance of stock and warrants ..............................................                 0            481,391
   Exercise of warrants ......................................................................                 0             78,130
   Redemption of preferred stock .............................................................                 0             (2,100)
   Preferred stock dividends .................................................................           (33,524)           (50,521)
                                                                                                     -----------        -----------
           Net cash flows from financing activities ..........................................           (99,472)           433,166
                                                                                                     -----------        -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .............................................        (1,343,367)          (126,804)
CASH AND CASH EQUIVALENTS
   Beginning of period .......................................................................         2,945,960            540,375
                                                                                                     -----------        -----------
   End of period .............................................................................       $ 1,602,593        $   413,571
                                                                                                     -----------        -----------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash paid for interest, net of amortization of original issue discount ....................           128,405        $   119,489
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
   Issuance of preferred stock for acquisition of assets .....................................                 0             76,500
   Issuance of common stock for acquisition of assets ........................................           274,800                  0
   Warrants issued with debt .................................................................                 0            208,447
   Conversion of preferred stock into common stock ...........................................                 0             40,000
   Current liabilities converted to stock ....................................................            36,223             92,514
   Conversion of notes payable into common stock .............................................           190,000            130,500
   Conversion of dividend into common stock ..................................................                 0              5,950
   Reduction of stock subscription receivable ................................................                 0              8,782
   Stock subscription receivable for issuance of common stock ................................                 0             40,000
</TABLE>

            See notes to condensed consolidated financial statements


                                       4
<PAGE>

                      VICOM, INCORPORATED AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                             MARCH 31, 2004 and 2003

NOTE 1 - UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The  information  furnished  in  this  report  is  unaudited  and  reflects  all
adjustments which are normal recurring  adjustments and, which in the opinion of
management,  are  necessary  to fairly  present  the  operating  results for the
interim periods. The operating results for the interim periods presented are not
necessarily  indicative  of the  operating  results to be expected  for the full
fiscal year.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenues and Cost Recognition
Vicom, Inc. and subsidiaries (the Company) earns revenues from five sources:  1)
Video and computer  technology  products  which are sold but not  installed,  2)
Voice,  video and data communication  products which are sold and installed,  3)
Service  revenues  related  to  communication  products  which are sold and both
installed  and not  installed,  4) MultiBand  user charges to multiple  dwelling
units, and 5) MB USA user charges to timeshares.

Revenues  from video and computer  technology  products,  which are sold but not
installed, are recognized when delivered and the customer has accepted the terms
and has the ability to fulfill the terms. Product returns and customer discounts
are netted against revenues.

Customer  contracts  for both the  purchase and  installation  of voice and data
networking  technology  products and certain video technologies  products on one
sales   agreement,   as   installation  of  the  product  is  essential  to  the
functionality  of the  product.  Revenues are  recognized  when the products are
delivered  and  installed,  and the  customer has accepted the terms and has the
ability to fulfill the terms.

Service revenues related to technology products including  consulting,  training
and support are recognized when the services are provided.  Service revenues are
expected  to account  for less than 10% of total  revenues  for the year  ending
December 31, 2004. Service revenues were less than 10% of total revenues for the
year ended December 31, 2003. The Company,  if the customer elects,  enters into
equipment   maintenance   agreements   for  products   sold  once  the  original
manufacturer's  warranty has expired.  Revenues from all  equipment  maintenance
agreements  are  recognized  on a  straight-line  basis  over the  terms of each
contract. Costs for services are expensed as incurred.

MultiBand  and MBUSA user charges are  recognized  as revenues in the period the
related services are provided.

Warranty costs incurred on new product sales are substantially reimbursed by the
equipment suppliers.

Intangible Assets
The Company  amortizes a domain name acquired during the year ended December 31,
2001 over its  estimated  useful  life of five  years  using  the  straight-line
method. The Company amortizes access contracts over the estimate useful of three
years using the straight-line  method. The Company began amortizing the customer
cable lists over two to five years effective January 1, 2004.

Amortization  of  intangible  assets was $91,454 and $8,732 for the three months
ended March 31, 2004 and 2003,  respectively.  Estimated amortization expense of
intangible  assets for the years ending December 31, 2004, 2005, 2006, 2007, and
2008 is $302,473, $359,216, $91,314, $57,000 and $57,000, respectively.

Goodwill
Goodwill  represents  the  excess of  acquisition  costs  over the fair value of
identifiable  net  assets  acquired  and  was  originally  amortized  using  the
straight-line method over ten years. Due to changes in accounting standards, the

                                       5
<PAGE>

carrying  value of  goodwill  is now  reviewed  annually to see if the facts and
circumstances  suggest that it may be  impaired.  If the review  indicates  that
goodwill will not be recoverable,  as determined based on the undiscounted  cash
flows  of the  assets  acquired  over the  remaining  amortization  period,  the
Company's  carrying  value of goodwill is reduced by the estimated  shortfall of
cash  flows.  The  Company  did not record  any  impairment  charges  related to
goodwill during the three months ended March 31, 2004 and 2003.

Stock-Based Compensation

In accordance with Accounting  Principles Board (APB) Opinion No. 25 and related
interpretations, the Company uses the intrinsic value-based method for measuring
stock-based compensation cost which measures compensation cost as the excess, if
any, of the quoted market price of the Company's  common stock at the grant date
over the  amount the  employee  must pay for the stock.  The  Company's  general
policy is to grant stock options at fair value at the date of grant.

Pursuant to APB No. 25 and related  interpretations,  $112,641  and  $120,190 of
compensation   cost  has  been  recognized  in  the  accompanying   consolidated
statements  of  operations  for the three  months ended March 31, 2004 and 2003,
respectively.  Had compensation cost been recognized based on the fair values of
options at the grant dates  consistent  with the  provisions  of  Statements  of
Financial  Accounting  Standards  (SFAS) No.  123  "Accounting  for  Stock-Based
Compensation",   the  Company's  net  loss  and  loss   attributable  to  common
stockholders  and  basic and  diluted  loss per  common  share  would  have been
increased to the pro forma amounts:

                                                          Three Months Ended
                                                              March 31
                                                     ---------------------------
                                                          2004           2003
                                                     ------------   ------------
Loss attributable to common stockholders             $(1,579,517)   $(1,022,590)
Pro forma loss attributable to common shares         $(1,708,825)   $(1,433,587)

Basic and diluted net loss per share:
   As reported                                       $     (0.08)   $     (0.08)
   Pro forma loss attributable to common shares      $     (0.09)   $     (0.11)

Stock-based compensation:
   As reported                                       $   112,641    $   120,190
   Proforma                                          $   129,308    $   410,997

In determining  the  compensation  cost of the options  granted during the three
months  ended March 31, 2004 and 2003,  as  specified  by SFAS No. 123, the fair
value of each  option  grant has been  estimated  on the date of grant using the
Black-Scholes  option pricing model and the weighted average assumptions used in
these calculations are summarized as follows for March 31:

                                        2004          2003
                                      --------      --------
Risk-free interest rate                  3.50%         3.00%
Expected life of options granted      10 years      10 years
Expected volatility range                 184%          170%
Expected dividend yield                     0%            0%

Net Loss per Share
Basic net loss per common share is computed by dividing the loss attributable to
common  stockholders by the weighted average number of common shares outstanding

                                       6
<PAGE>

for the  reporting  period.  Diluted  net loss per common  share is  computed by
dividing loss  attributable  to common  stockholders  by the sum of the weighted
average number of common shares  outstanding  plus all  additional  common stock
that would have been  outstanding if potentially  dilutive common shares related
to  common  share  equivalents  (stock  options,  stock  warrants,   convertible
preferred  shares,  and issued but not  outstanding  restricted  stock) had been
issued. All options, warrants,  convertible preferred shares, and issued but not
outstanding  restricted  stock  during the three months ended March 31, 2004 and
2003 were anti-dilutive.

NOTE 3 - LIQUIDITY

The accompanying  consolidated  financial statements have been prepared assuming
the Company will continue as a going concern that  contemplates  the realization
of assets and satisfaction of liabilities in the normal course of business.  For
the three months ended March 31, 2004 and 2003, the Company  incurred net losses
of $1,516,864 and $966,119,  respectively. At March 31, 2004, the Company had an
accumulated deficit of $35,909,709. The Company's ability to continue as a going
concern is dependent on it ultimately  achieving  profitability  and/or  raising
additional  capital.  Management  intends  to obtain  additional  debt or equity
capital to meet all of its existing cash  obligations  and fund  commitments  on
planned MultiBand  projects however,  there can be no assurance that the sources
will be available or  available  on terms  favorable to the Company.  Management
anticipates  that  the  impact  of  the  actions  listed  below,  will  generate
sufficient  cash flows to pay current  liabilities,  long-term  debt and capital
lease obligations and fund the Company's future operations:

1.  Continued   reduction  of  operating   expenses  by   controlling   payroll,
professional fees and other general and administrative expenses.
2.  Solicit  additional  equity  investment  in the  Company  by either  issuing
preferred or common stock.
3. Continue to market MultiBand services and acquire  additional  multi-dwelling
unit customers.
4. Control capital expenditures by contracting  MultiBand services and equipment
through a landlord-owned equipment program.
5. Establish market for wireless internet services.


NOTE 4 - STOCK WARRANTS

Stock warrants activity is as follows for the three months ended March 31, 2004:

                                                                   WEIGHTED
                                                  NUMBER OF         AVERAGE
                                                   WARRANTS      EXERCISE PRICE
                                               ---------------   ---------------
WARRANTS OUTSTANDING - DECEMBER 31, 2003             7,421,874              1.87
  GRANTED                                                    0                 0
  CANCELED OR EXPIRED                                        0                 0
  EXERCISED                                                  0                 0
                                               ---------------   ---------------
WARRANTS OUTSTANDING - MARCH 31, 2004                7,421,874              1.87
                                               ===============   ===============

There were no warrants granted during the three months ended March 31, 2004.


NOTE 5 - BUSINESS SEGMENTS

Following is Company  business  segment  information  for the three months ended
March 31, 2004 and 2003

                                       7
<PAGE>

<TABLE>
<CAPTION>
                                                       Multiband       Multiband
                                                        Business        Consumer
                                          Vicom         Services        Services          Total
                                      ------------    ------------    ------------    ------------
<S>                                   <C>             <C>             <C>             <C>
Quarter ended March 31, 2004
      Revenues                        $          0    $  5,066,929    $    680,545    $  5,747,474
      Loss from operations                (459,823)       (374,530)       (363,975)     (1,198,328)
      Identifiable assets                4,383,876       5,546,203       3,186,546      13,116,625
      Depreciation and amortization         17,979         114,090         231,258         363,327
      Capital expenditures                   6,690          26,834           6,135          39,659

Quarter ended March 31, 2003
      Revenues                        $          0    $  5,636,642    $    235,120    $  5,871,762
      Loss from operations                (406,421)        (54,894)       (213,621)       (674,936)
      Identifiable assets                3,318,261       5,182,571       1,911,580      10,412,412
      Depreciation and amortization         11,725         106,944          95,463         214,132
      Capital expenditures                       0          36,645          55,640          92,285
</TABLE>

NOTE 6 - RELATED PARTIES

      The  Company  had  revenues  from  companies  that are  associated  with a
director,   who  was  elected  to  the  board  of  directors   during  2003,  of
approximately  $0 and  $17,000  for the months  ended  March 31,  2004 and 2003,
respectively.  In addition, the Company had accounts receivable outstanding from
these  companies of  approximately  $ 139,000 and $142,000 at March 31, 2004 and
2003, respectively.

NOTE 7- ACQUISITIONS

      In January 2004, the Company  purchased the remaining 50% ownership in its
Multiband  USA, Inc,  subsidiary,  previously  owned by Pace  Telecommunications
(Pace) for 30,000 shares of Vicom, Inc. common stock valued at $39,000.

      On January 1, 2004, the Company  entered into a stock  purchase  agreement
with URON, Inc. (URON) to purchase all of the outstanding  capital stock of URON
for a total purchase price of 350,000 shares of the Company's common stock to be
issued in  installments  as follows:  a) 180,000  shares  issued at closing,  b)
170,000  shares  held in escrow.  The common  shares  were valued at fair market
value on the date of agreement which was $1.31 per share for a purchase price of
$458,500.  The terms of the escrow are as follows: 50, 000 shares to be released
upon URON providing the Company with  documentation  satisfactory to the Company
of a release  from a certain  vendor or any  related  entity of all  liabilities
incurred to a certain  vendor by URON; 120 shares to be released in 40,000 share
increments upon the Company's receipt of distributable gross profits,  generated
by certain  customers,  in  increments  of  $75,000  cash.  The escrow  shall be
terminated 24 months after the date of the agreement and any shares not released
will be rescinded to the Company.  The Company must  register all shares  issued
within one year from the date of  issuance.  The reason for the purchase of URON
is to continue to expand the  Company's  services  related to voice,  data,  and
video  services.  The Company is  acquiring  the  customer  lists of URON and is
amortizing them over their estimated useful lives of two years.

      The following  unaudited pro forma condensed results of operations for the
three  months  ended March 31, 2004 and 2003 give effect to the  acquisition  of
URON as if such transactions had occurred on January 31, 2003.

                                        8
<PAGE>

      The unaudited pro forma information does not purport to represent what the
Company's results of operations would actually have been if such transactions in
fact had  occurred  at such date or to project the  Company's  results of future
operations.

                                    PROFORMA

<TABLE>
<CAPTION>
                                                                            Proforma
                                              For the three months    For the three months
                                                  ended 3/31/04           ended 3/31/2003
                                              --------------------    --------------------
<S>                                           <C>                     <C>
Revenues                                      $          5,747,474    $          5,919,723

Loss from Operations                          $         (1,198,328)   $           (666,515)

Net Loss                                      $         (1,516,864)   $           (957,698)

Loss Per Share - Basic and diluted            $               (.08)   $               (.07)

Weighted Average Shares Outstanding - Basic
and diluted                                             19,280,632              13,768,333
</TABLE>

NOTE 8 - SUBSEQUENT EVENTS

      In April 2004, the Company purchased certain assets consisting of data and
video  subscribers  and systems  from  Satellite  Broadcasting  Corporation  and
affiliates. The total purchase price for said assets was approximately $645,000.

      In April 2004, the Company purchased Minnesota Digital Universe, Inc (MDU)
for approximately $7.7 million, half of which was paid in 2,000,000 Vicom, Inc.,
common stock, valued at $3,500,000,  $1 million in cash and the balance in notes
payable due quarterly in three quarterly payments starting in July 2004 with the
total  liability  due by  January  2005.  With  this  acquisition,  the  Company
purchased  an agency  agreement  which the Company  intends to  amortize  over a
period of 73 months. MDU is a nationwide agent for DirecTV.  MDU services nearly
40,000 video  subscribers  through a network of private cable  operators  spread
across the United States. The Company believes this purchase will strengthen its
overall  position in the  multi-dwelling  unit  marketplace  by forming a direct
relationship  with DirecTV and by allowing the Company to develop new  alliances
and potential sales and marketing  relationships with the aforementioned network
of operators.  The purchase also permits the Company to receive ongoing residual
payments from DirecTV  during the term of the master system  operator  agreement
with DirecTV,  which initially had approximately twenty five months remaining at
the time of purchase.  Proforma information with regards to this transaction was
not available as of March 31, 2004.

FORWARD-LOOKING STATEMENTS

      From time to time,  the  Company may  publish  forward-looking  statements
relating  to  such  matters  as  anticipated  financial  performance,   business
prospects,  product pricing, management for growth, integration of acquisitions,
technological  developments,  new  products,  and similar  matters.  The Private
Securities   Litigation   Reform  Act  of  1995   provides  a  safe  harbor  for
forward-looking  statements including those made in this statement.  In order to
comply  with the terms of the Private  Securities  Litigation  Reform  Act,  the
Company notes that a variety of factors could cause the Company's actual results
and experience to differ  materially from the  anticipated  results or Company's
forward-looking statements.

                                       9
<PAGE>

      The risks and uncertainties  that may affect the operations,  performance,
developments  and  results of the  Company's  business  include  the  following:
national  and  regional  economic  conditions;  pending  and future  legislation
affecting  IT  and  telecommunications  industries;  market  acceptance  of  the
Company's  products and  services;  the  Company's  products and  services;  the
Company's  continued ability to provide integrated  communication  solutions for
customers in a dynamic industry; and other competitive factors.

      Because  these and other  factors  could  affect the  Company's  operating
results,  past financial  performance  should not necessarily be considered as a
reliable indicator of future performance and anticipated future period results.

                                       10
<PAGE>

                                     ITEM 2.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION

GENERAL

      Vicom, Incorporated (Vicom) is a Minnesota corporation formed in September
1975. Vicom has two operating  divisions:  1) Multiband  Business Services (MBS,
legally known as Corporate Technologies,  USA, Inc dba Multiband), And Multiband
Consumer   Services  (MCS),   which  encompasses  the  wholly  owned  subsidiary
corporations,  Multiband USA, Inc., URON, Inc. and Minnesota  Digital  Universe,
Inc.

      Vicom completed an initial public offering in June 1984. In November 1992,
Vicom became a non-reporting  company under the Securities Exchange Act of 1934.
In July 2000, Vicom regained its reporting  company status.  In December,  2000,
Vicom stock began trading on the NASDAQ stock exchange under the symbol VICM.

      Vicom's website is located at: www.vicominc.net .

      As of March 31, 2004, MBS was providing telephone equipment and service to
approximately 800 customers, with approximately 17,000 telephones in service. In
addition,  MBS provided  computer  products and services to approximately  1,800
customers. Telecommunications systems distributed by MBS are intended to provide
users  with  flexible,   cost-effective  alternatives  as  compared  to  systems
available from major telephone  companies,  including those formerly  comprising
the Bell System and from other interconnect telephone companies.

      MBS provides a full range of voice, data and video communications  systems
and service,  system integrations,  training and related communication sales and
support  activities for commercial,  professional and  institutional  customers,
most of which are located in Minnesota and North Dakota.  MBS purchases products
and equipment from NEC America, Inc. (NEC), Cisco Systems, Inc. (Cisco),  Nortel
Networks Corp (Nortel),  Tadiran  Telecommunicaitons,  Inc. (Tadiran), and other
manufacturers of communications and electronic products and equipment.  MBS uses
these  products to design  telecommunications  and  computer  systems to fit its
customers' specific needs and demands.

Numbers of Units/Customers

      At March 31, 2004, MCS had 10,384  subscribers  using its services  (1,144
using  voice  services,  5,735  using video  services  and 3,505 using  internet
services).

                                       11
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

                                     DOLLAR AMOUNTS AS A PERCENTAGE OF REVENUES
                                                   THREE MONTHS ENDED
                                           --------------------------------
                                           March 31, 2004    March 31, 2003
                                             (unaudited)        (unaudited)
                                           --------------    --------------
REVENUES                                        100%              100%

COST OF PRODUCTS & SERVICES                    75.7%             73.4%

GROSS MARGIN                                   24.3%             26.6%

SELLING, GENERAL & ADMINISTRATIVE              45.2%             38.1%

OPERATING LOSS                                -20.9%            -11.5%
  INTEREST EXPENSE & OTHER, NET                -5.6%             -5.0%
LOSS BEFORE TAXES                             -26.5%            -16.5%
  INCOME TAX                                     0                 0
NET LOSS                                      -26.5%            -16.5%

The  following  table sets forth,  for the period  indicated,  the gross  margin
percentages for Corporate Technologies USA, Inc. and MultiBand, Inc.

                                                 THREE MONTHS ENDED
                                        MARCH 31, 2004        MARCH 31, 2003
      GROSS MARGIN PERCENTAGES:
        MBS                                 19.0%                  25.2%
        MCS                                  5.3%                  1.4%

RESULTS OF OPERATIONS

Revenues

      Revenues decreased 2.1% to $5,747,474 in the quarter ended March 31, 2004,
as compared to $5,871,762 for the quarter ended March 31, 2003.

      Revenues for (MBS)  decreased 10.1% in the first quarter of fiscal 2004 to
$5,066,929  as  compared  to  $5,636,642  in the first  quarter  of fiscal  2003
primarily  as a result of reduced  spending by a few larger MBS  customers.  The
Company is diversifying its customer base to add medium and small businesses and
as a result the Company expects revenues will stabilize in future quarters.

      Revenues for MCS  increased  189.4% to $680,545 as compared to $235,120 in
the first  quarter of fiscal  2003.  This  increase is due to  expansion  of MCS
services  to eight  additional  properties  and the  acquisition  of URON  cable
services.  Future  expansion  of MCS  will  be  primarily  through  acquisitions
financed  with cash and equity  which are  expected  to  significantly  increase
quarterly revenues beginning in the second quarter.

Gross Margin

      The Company's gross margin  decreased 6% or $162,435 to $1,398,625 for the
quarter ended March 31, 2004 as compared to $1,561,060  for the similar  quarter
last year. For the quarter ended March 31, 2003, as a percent of total revenues,
gross margin was 24.3% as compared to 26.6% for the similar period last year.

                                       12
<PAGE>

      Gross  margin for MBS  decreased  by 26.2% to  $1,092,476  for the quarter
ended March 31, 2004,  as compared to  $1,479,587 in the first quarter of fiscal
2003 due to lower MBS sales and lower profits on those sales.

      Gross margin for MCS for the quarter ended March 31, 2004 increased 275.8%
to  $306,149  as  compared  to  $81,473  in the first  quarter  of  fiscal  2003
reflecting on the increase of revenue being billed. The Company expects a slight
increase in its gross  margin on a  consolidated  basis going  forward due to an
increased  amount of  subscriber  revenues  contained in the  Company's  overall
revenue mix.

Selling, General and Administrative Expenses

      Selling, general and administrative expenses increased 16.1% to $2,596,953
in the quarter  ended March 31, 2004,  compared to  $2,235,996 in the prior year
quarter.  This increase is primarily a result of increased  expenses  related to
the addition of multiple  properties in the MCS division.  Selling,  general and
administrative expenses were, as a percentage of revenues, 45.2% for the quarter
ended March 31, 2004 and 38.1% for the similar period a year ago.

Interest Expense

      Interest expense was $321,377 for the quarter ended March 31, 2004, versus
$225,687  for the  similar  period a year ago,  reflecting  an  increase  in the
Company's long term debt.  Amortization  of original issue discount was $188,979
and $114,616 for the three months ended March 31, 2004 and 2003.

Net Loss

      In the first  quarter of fiscal 2004,  the Company  incurred a net loss of
$1,516,864  compared to a net loss of $966,119 for the first  fiscal  quarter of
2003.

Liquidity and Capital Resources

      Available  working  capital,  for the three  months  ended  March 31, 2004
decreased  significantly over the similar period last year.  Accounts receivable
and  current  portion  of long term debt  increased,  while  cash,  inventories,
accounts payable and accrued liabilities all decreased.

      The Company  continues to face a very  competitive  environment in its MBS
division which in the first quarter of 2004 produced both declining revenues and
margins. The Company's MCS division continues to experience  significant growth,
primarily due to increased  subscriber  related recurring  revenues acquired via
various transactions previously mentioned herein. The Company expects its second
quarter operating results to be favorably impacted by acquisitions  completed in
the first four months of 2004.

      The Company,  between  April 1, 2004 and January 1, 2005,  is obligated to
pay an additional  $2.85 million to retire the notes payable  related to its MDU
Inc.  acquisition.  The Company as of March 31, 2004 did not have available cash
on hand  sufficient to retire said notes payable.  The Company also continued to
experience  operating  losses in the first quarter.  Nonetheless,  management of
Vicom believes that, for the near future,  cash generated by sales of stock, and
existing credit facilities,  in aggregate,  are adequate to meet the anticipated
liquidity  and  capital  resource  requirements  of its  business.  The  Company
believes the acquisitions completed in the first four months of 2004 will reduce
Company  operating  losses due to anticipated  operating  income related to said
acquisitions.  The Company also believes,  although it cannot guarantee, that it
will,  as it has done in prior  periods,  be able to continue to raise money for
the purposes of financing acquisitions. However, significant continuation of the
Company's subscriber build-out and subscriber acquisition

                                       13
<PAGE>

programs  are highly  dependent  on  securing  additional  financing  for future
projects.

Capital Expenditures

      The Company used $39,659 for capital  expenditures during the three months
ended March 31,  2004,  as compared to $92,285 in the similar  period last year.
Capital  expenditures  consisted  of equipment  acquired  for internal  use. The
Company  anticipates  that for the current  fiscal year capital  purchases  will
remain somewhat consistent with first quarter capital expenditures.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Impairment of Long-Lived Assets
The  Company's  long-lived  assets  include  property,  equipment  and leasehold
improvements.  The  estimated  fair value of these  assets is  dependent  on the
Company's future  performance.  In assessing for potential  impairment for these
assets,  the Company  considers future  performance.  If these forecasts are not
met,  the  Company  may have to  record  an  impairment  charge  not  previously
recognized,  which may be material. During the three months ended March 31, 2004
and 2003, the Company did not record any impairment losses related to long-lived
assets.

Impairment of Goodwill
We  periodically   evaluate   acquired   businesses  for  potential   impairment
indicators.  Our judgements regarding the existence of impairment indicators are
based on legal factors,  market  conditions and  operational  performance of our
acquired  businesses.  Future events could cause us to conclude that  impairment
indicators  exist and that goodwill  associated with our acquired  businesses is
impaired.  Any resulting impairment loss could have a material adverse impact on
our financial condition and results of operations. During the three months ended
March 31,  2004 and 2003,  the  Company  did not  record any  impairment  losses
related to goodwill.

Inventories
We value our inventory at the lower of the actual cost or the current  estimated
market value of the inventory.  We regularly review inventory quantities on hand
and record a provision for excess and obsolete  inventory.  Rapid  technological
change,  frequent new product  development,  and rapid product obsolescence that
could result in an increase in the amount of obsolete  inventory  quantities  on
hand characterize our industry.

ITEM 3. QUANTITIVE AND QUALITIVE DISCLOSURE ABOUT MARKET RISK

      Vicom is not  subject to any  material  interest  rate risk as any current
lending agreements are at a fixed rate of interest.

ITEM 4. CONTROLS AND PROCEDURES

      The Company carried out an evaluation,  under the supervision and with the
participation  of  the  Company's  management,  including  the  Company's  Chief
Executive  Officer,  and its  President  and  Chief  Financial  Officer,  of the
effectiveness  of the Company's  "disclosure  controls and procedures" as of the
end of the period  covered  by this  report,  pursuant  to Rules  13a-15(b)  and
15d-15(b)  under the Exchange  Act.  Based upon that  evaluation,  the Company's
Chief  Executive  Officer and its  President  and Chief  Financial  Officer have
concluded  that,  as of the  end of the  period  covered  by  this  report,  the
Company's  disclosure  controls and procedures were effective in timely alerting
them to material  information relating to the Company required to be included in
the  Company's  periodic  SEC  filings.  However,  due to the limited  number of
Company  employees  engaged  in the  authorization,  recording,  processing  and

                                       14
<PAGE>

reporting of transactions,  there is inherently a lack of segregation of duties.
The  Company  periodically  assesses  the cost  versus  benefit  of  adding  the
resources that would remedy or mitigate this  situation and currently,  does not
consider the benefits to outweigh the costs of adding  additional staff in light
of the limited number of transactions related to the Company's operations.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      The  Company  is  involved  in legal  actions  in the  ordinary  course of
business.  However,  as of March 31, 2004,  Vicom was not engaged in any pending
legal proceedings where, in the opinion of the Company, the outcome is likely to
have a  material  adverse  effect  upon  the  business,  operating  results  and
financial condition of the Company.

ITEM 2. ISSUANCE OF COMMON STOCK

      In the first quarter of 2004, Vicom Inc. issued common stock in connection
with the  acquisition  of URON and Multiband  USA, Inc. as itemized in Note 7 in
the condensed footnotes herein.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits
            31.1  Rule  13a-14(s)  Certification  of Chief  Executive  Officer -
                  James Mandel
            31.2  Rule  13a-14(s)  Certification  of Chief  Financial  Officer -
                  Steven Bell
            32.1  Section 1350 of Sarbanes-Oxley  Act of 2002 - James Mandel and
                  Steven Bell

      (b)   Reports on Form 8-K.
                  Filed March 17, 2004

                                       15
<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                        VICOM, INC.
                                        Registrant
Date: May 17, 2004                      By:

                                                      /s/ James L. Mandel
                                                     -----------------------
                                                          James L. Mandel
                                                     Chief Executive Officer

Date: May 17, 2004                      By:

                                                       /s/ Steven M. Bell
                                                     -----------------------
                                                          Steven M. Bell
                                                     Chief Executive Officer
                                                    (Principal Financial and
                                                        Accounting Officer)