<PAGE>

                       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
                              EXCHANGE ACT OF 1934.

                  For the quarterly period ended March 31, 2001
                                 _ _ _ _ _ _ _ _

                                       OR

    [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934.

        For the transition period from _______________ to _______________

                        Commission File Number 000-25847
                               -------------------
                                 RAZORFISH, INC.
                             ----------------------
             (Exact Name of Registrant as Specified in its Charter)

               Delaware                                  13-3804503
             ------------                             ---------------
   (State or Other Jurisdiction of            (I.R.S. Employer Identification
   Incorporation or Organization)              Number)

                  32 Mercer Street , New York, New York, 10013
      ---------------------------------------------------------------------
          (Address of Principal Executive Offices, Including Zip Code)

                                 (212) 966-5960
                               -------------------
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
                                     ------
                     (Former Name, Former Address And Former
                   Fiscal Year, if Changed Since Last Report)

          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. [X] YES [_]
     NO

          The number of shares outstanding of the Registrant's Class A Common
     Stock as of May 9, 2001 was 97,785,665
<PAGE>

                                RAZORFISH, INC.
                         QUARTERLY REPORT ON FORM 10-Q
                               TABLE OF CONTENTS


PART I.    FINANCIAL INFORMATION

Item 1.    Unaudited Consolidated Financial Statements

               Consolidated Balance Sheets as of December 31, 2000 (audited) and
               March 31, 2001

               Consolidated Statements of Operations for the Three Months Ended
               March 31, 2000 and 2001

               Consolidated Statements of Cash Flows for the Three Months Ended
               March 31, 2000 and 2001

               Notes to Consolidated Financial Statements

Item 2.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations

PART II.    OTHER INFORMATION

Item 2.     Changes in Securities and Use of Proceeds

Item 6.     Exhibits and Reports on Form 8-K

Signatures

Exhibit Index
<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Unaudited Consolidated Financial Statements

                        RAZORFISH, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                (in thousands, except share and per share data)
<TABLE>
<CAPTION>
                                                                                          December 31,    March 31,
                              ASSETS                                                          2000          2001
                              ------                                                        --------      --------
                                                                                                        (unaudited)
CURRENT ASSETS:
<S>                                                                                   <C>             <C>
  Cash and cash equivalents.........................................................        $ 51,483      $ 30,337
  Accounts receivable, net of allowance for doubtful accounts of $4,954 and
                 $4,714 at December 31, 2000 and March 31, 2001, respectively.......          37,499        33,480
  Unbilled revenues.................................................................           7,713         5,558
  Prepaid expenses and other current assets.........................................           5,560         5,257
                                                                                            --------      --------
     Total current assets...........................................................         102,255        74,632
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $ 14,919 and
               $16,524 at December 31, 2000 and March 31, 2001 respectively.........          30,901        30,473
INTANGIBLES, net of accumulated amortization of $ 2,682 and $ 3,624 at
               December 31, 2000 and March 31, 2001, respectively...................          58,926        57,985
LOAN TO AFFILIATE...................................................................           3,872         3,872
OTHER ASSETS........................................................................           9,001         9,018
                                                                                            --------      --------
     Total assets...................................................................        $204,955      $175,980
                                                                                            ========      ========

                LIABILITIES AND STOCKHOLDERS' EQUITY
                ------------------------------------
CURRENT LIABILITIES:
  Accounts payable and accrued expenses.............................................        $ 27,621      $ 25,699
  Income taxes payable..............................................................           1,815         2,532
  Deferred revenues.................................................................           1,928         3,153
  Deferred rent.....................................................................           2,407         1,210
                                                                                            --------      --------
     Total current liabilities......................................................          33,771        32,594
LONG-TERM OBLIGATIONS...............................................................             986           651
MINORITY INTEREST...................................................................           1,047           937
                                                                                            --------      --------
     Total liabilities..............................................................          35,804        34,182
                                                                                            --------      --------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Preferred stock $.01 par value; 10,000,000 shares authorized; none issued
or outstanding......................................................................              --            --
  Common stock:
  Class A $.01 par value; 200,000,000 shares authorized; 97,698,747 and 97,705,665
   issued at December 31, 2000 and March 31, 2001, respectively.....................             977           977
  Class B, $.01 par value; 50 shares authorized, issued, and outstanding at
   December 31, 2000 and March 31, 2001.............................................              --            --

  Receivable from stockholder.......................................................            (533)           --
  Additional paid-in capital........................................................         320,360       320,367
  Accumulated other comprehensive income............................................            (498)       (3,493)
  Retained earnings (deficit).......................................................        (150,567)     (175,465)
  Treasury stock at cost; shares at December 31, 2000 and March 31, 2001                        (588)         (588)
                                                                                           ---------     ---------
     Total stockholders' equity.....................................................         169,151       141,798
                                                                                           ---------     ---------
     Total liabilities and stockholders' equity.....................................       $ 204,955     $ 175,980
                                                                                           =========     =========
</TABLE>
   The accompanying notes are an integral part of these consolidated financial
                                   statements.
<PAGE>

                        RAZORFISH, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                  Three Months Ended March 31,
                                                                      2000         2001
                                                                    -------      --------
                                                                         (unaudited)

Revenues....................................................        $64,116      $ 42,660
<S>                                                           <C>            <C>
Project personnel costs  ........................................    29,863        28,857
                                                                    -------      --------
      Gross profit  .............................................    34,253        13,803

   Sales and marketing  .........................................     4,080         4,652
   General and administrative  ..................................    20,381        20,508
   Restructuring costs  .........................................         -        12,777
   Amortization of intangibles  .................................     1,986           937
                                                                    -------      --------
Income from operations  .........................................     7,806       (25,071)

Other income, net  ..............................................     1,006           313
                                                                    -------      --------
        Income before income taxes  .............................     8,812       (24,758)

Provision for income taxes  .....................................     4,319           140
                                                                    -------      --------
      Net income  ...............................................   $ 4,493      $(24,898)
                                                                    =======      --------

Earnings per share:
            Basic  ..............................................     $0.05        $(0.25)
                                                                    =======      ========
            Diluted  ............................................     $0.05       $( 0.25)
                                                                    =======      ========

Weighted average common shares outstanding:
            Basic  ..............................................    91,027        97,706
                                                                    =======      ========
            Diluted  ............................................    99,537        97,706
                                                                    =======      ========
</TABLE>



  The accompanying notes are an integral part of these consolidated financial
                                  statements.
<PAGE>

                        RAZORFISH, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                                            Three Months Ended
                                                                                                                  March 31,
                                                                                                             2000         2001
                                                                                                           -------      --------
                                                                                                         (unaudited)
<S>                                                                                                      <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)  ...................................................................................    $ 4,493      $(24,898)
 Adjustments to reconcile net income to net cash used in by operating activities--
  Allowance for doubtful accounts  ....................................................................       (634)            -
  Depreciation and amortization  ......................................................................      4,612         2,545
  Minority interest  ..................................................................................         --          (110)
  Tax benefit due to stock option exercise  ...........................................................      3,488            --
  Increase in deferred tax assets  ....................................................................        382            --
  Changes in operating assets and liabilities, net of acquisitions:
           Accounts receivable  .......................................................................     (4,200)        4,019
     Unbilled revenues  ...............................................................................     (7,624)        2,155
     Prepaid expenses and other current assets  .......................................................     (1,450)          303
     Due from affiliate  ..............................................................................       (147)           --
     Other assets  ....................................................................................       (164)         (165)
     Accounts payable and accrued expenses  ...........................................................     (6,432)       (1,915)
     Deferred revenues  ...............................................................................      1,079         1,225
     Deferred tax liabilities  ........................................................................        866            --
     Income taxes payable  ............................................................................     (6,955)          717
     Deferred rent  ...................................................................................        198        (1,197)
     Other liabilities  ...............................................................................      5,548            --
                                                                                                           -------      --------
      Net cash used in operating activities  ..........................................................     (6,940)      (17,321)
                                                                                                           -------      --------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures  ................................................................................     (3,615)       (1,176)
    Earn out payments associated with acquisitions  ...................................................     (1,000)           --
 Acquisitions of subsidiaries, net of cash acquired  ..................................................     (2,248)           --
                                                                                                           -------      --------
   Net cash used in investing activities  .............................................................     (6,863)       (1,176)
                                                                                                           -------      --------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Deferred registration costs  .........................................................................        (76)           --
 Proceeds payments to long-term obligations  ..........................................................     (1,654)         (335)
 Repayment of stockholder's loan  .....................................................................         --           681
    Proceeds from exercise of stock options   .........................................................      5,851            --
                                                                                                           -------      --------
   Net cash provided by financing activities  .........................................................      4,121           346
                                                                                                           -------      --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS  .........................................        507        (2,995)
                                                                                                           -------      --------
   Net decrease in cash and cash equivalents  .........................................................     (9,175)      (21,146)
                                                                                                                        --------
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD  .......................................................     98,798        51,483
                                                                                                           -------      --------
CASH AND CASH EQUIVALENTS, END OF PERIOD  .............................................................    $89,623      $ 30,337
                                                                                                           =======      ========

SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES
 Fair market value of common stock issued for earn out payments associated with acquisitions  .........    $71,323            --
 Fair market value of common stock issued for acquisitions  ...........................................    $16,996            --
</TABLE>

   The accompanying notes are an integral part of these consolidated financial
                                   statements.
<PAGE>

                        RAZORFISH, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (in thousands)



                                     PART I


1.  BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

     Razorfish is a global digital solutions provider founded in 1995.  Digital
solutions apply digital technologies to enhance communications and commerce
between businesses and their consumers, suppliers, employees and other partners.
Razorfish provides an integrated, end-to-end solution that helps clients
discover, create, and implement business solutions by leveraging digital
technologies across platforms, networks, and devices.  From business and brand
strategy to systems integration, Razorfish provides clients with opportunities
to increase revenues, enhance productivity, and maximize competitive advantage.
Razorfish currently has offices in nine countries and the cities of Amsterdam,
Boston, Frankfurt, Hamburg, Helsinki, Los Angeles, London, Milan, Munich, New
York City, Oslo, San Francisco, San Jose, Stockholm, and Tokyo.


Principles of Consolidation

     The accompanying unaudited consolidated financial statements of the Company
have been prepared pursuant to the rules of the Securities and Exchange
Commission (the "SEC"). Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. These unaudited consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-K, as amended (File No.
000-25847). In the opinion of management, the accompanying unaudited
consolidated financial statements reflect all adjustments, which are of a normal
recurring nature, necessary for a fair presentation of the results for the
periods presented.

     The results of operations presented for the three months ended March 31,
2000 and 2001 are not necessarily indicative of the results to be expected for
any other interim period or any future fiscal year.
<PAGE>

2.   SEGMENT REPORTING

     The Company is a provider of global digital solutions. The Company
evaluated its business activities that are regularly reviewed by executive
management and Board of Directors for which discrete financial information is
available. As a result of this evaluation, the Company determined that it has
one operating segment.


3.   EARNINGS PER SHARE

     The following table reconciles the denominator of the diluted earnings per
share computation as shown on the Consolidated Statements of Operations.

                                                     Three Months Ended
                                                          March 31,
  Diluted EPS Computation                              2000        2001
                                                     ------      ------
                                                         (unaudited)
     Basic common shares outstanding...........      91,027      97,706
     Effect of common stock options............       8,510           -
                                                     ------      ------
       Diluted common and common equivalent
        shares.................................      99,537      97,706
                                                     ======      ======

578,760 of options were in the money and exercisable, but their effect would
have been anti-dilutive and as such, have been excluded from the calculation of
earnings per share.

4.   COMPREHENSIVE INCOME

     The components of comprehensive income are as follows:


                                                   Three Months Ended March 31,
                                                 -------------------------------
                                                       2000            2001
                                                      ------        --------

Net income...................................        $4,493        $(24,898)
Foreign currency translation adjustment......           142        (  2,996)
                                                     ------        --------
  Comprehensive income (loss)................        $4,635        $(27,894)
                                                     ======        --------

5.   LEGAL PROCEEDINGS

In January 2001, a derivative action was filed in Delaware Chancery Court by
Robert C. Nichols on behalf of Razorfish against the members of  Razorfish's
Board of Directors, alleging breach of the Directors' fiduciary duties to the
Company.  This action is currently stayed by agreement of the parties pending
resolution of the securities class action filed in the Southern District of New
York described above.  Razorfish believes these allegations are baseless and
without merit in law or fact.  Razorfish cannot assure you, however , that this
matter will be resolved in its favor.

     On February 12, 2001, in the High Court of England, Razorfish commenced a
breach of contract action against Umbro.Com Limited in the high court of England
in connection with Umbro.Com's failure to pay to Razorfish fees due. This action
was settled on March 20, 2001 for approximately $.4 million.

     On February 16, 2001, Razorfish filed a complaint against Viewpoint
Corporation, formerly known as Metastream Corporation in New York County Supreme
Court. In the action, Razorfish asserts Viewpoint failed to pay invoices in an
amount equal to $.6 million and seeks to recover those amounts plus interest and
attorneys fees.  Razorfish provided consulting services to Viewpoint on, among
other things, the creation of the architecture and design of Viewpoint's world
wide web site that was launched in October of 2000.
<PAGE>

     On March 8, 2001, Shearwarter Partners, LLC ("Shearwater") filed a
complaint against Razorfish in the United states District Court for the Northern
district of California alleging that Razorfish breached the terms of a lease for
a space in San Francisco, California. Shearwater claims that Razorfish did not
meet certain construction deadlines and attempts to terminate the lease,
accelerate the lease terms and sue Razorfish for damages prior to the rent
commencement date. At present, Razorfish is not in a position to predict the
outcome of this action. Razorfish intends to defend its interests in the action
vigorously.

     On March 21, 2001, Razorfish filed a complaint against EuroTel in the city
court of Prague in the Czech Republic. In the action, Razorfish asserts that
EuroTel failed to pay invoices in the aggregate amount of $2.0 million and seeks
to recover all monies due together with interest and attorney's fees. Razorfish
provided consulting services to EuroTel on the creation of a WEB and WAP portal.


6.   RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133, ''Accounting for Derivative Instruments and Hedging Activities," which
establishes accounting and reporting standards of derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. In July 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities-Deferral of the Effective Date of
FASB No. 133," which amends SFAS No. 133 to be effective for all fiscal quarters
of all fiscal years beginning after June 15, 2000.  In June 2000, the FASB
issued SFAS No. 138 "Accounting for Certain Hedging Activities, an amendment of
FASB Statement No. 133", effective for all interim and annual periods beginning
after June 15, 2000.  As indicated, SFAS No 138 amends accounting and reporting
standards for certain derivative instruments and certain hedging activities. The
adoption of these standards did not have a material effect on the Company's
results of consolidated operations, financial position, or cash flows.

     In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin ("SAB") 101, "Revenue Recognition in Financial
Statements," which provides guidance related to revenue recognition based on
interpretations and practices followed by the SEC. SAB 101 was effective the
first fiscal quarter of fiscal years beginning after December 15, 1999 and
requires companies to report any changes in revenue recognition as a cumulative
change in accounting principle at the time of implementation in accordance with
Accounting Principles Board Opinion 20, "Accounting Changes". In June 2000, the
SEC issued SAB 101B, "Amendment: Revenue Recognition in Financial Statements,"
which delayed implementation of SAB 101 until Razorfish's fourth fiscal quarter
of 2000. Razorfish has adopted SAB 101 with no known reportable changes in its
consolidated financial position or results of operations.

     In March 2000, the Financial Accounting Standard Board issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation - an interpretation of APB Opinion No. 25" ("FIN 44"). FIN 44
clarifies the application of APB Opinion No. 25 and among other issues clarifies
the following: the definition of an employee for purposes of applying APB
Opinion No. 25; the criteria for determining whether a plan qualifies as a
noncompensatory plan; the accounting consequence of various modifications to the
terms of previously fixed stock options or awards; and the accounting for an
exchange of stock compensation awards in a business combination. FIN 44 is
effective July 1, 2000, but certain conclusions in FIN 44 cover specific events
that occurred after either December 15, 1998 or January 12, 2000. The adoption
of FIN 44 did not have a material effect on the Company's consolidated financial
position or results of operations.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Information Regarding Forward-Looking Statements

     Statements in this quarterly report about our future results, levels of
activity, performance, goals or achievements or other future events constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements involve known and unknown risks,
uncertainties and other factors that may cause actual results or events to
differ materially from those anticipated in our
<PAGE>

forward-looking statements. These statements include, but are not limited to,
the statements regarding:

     .    our plans to remain at the leading edge of digital technologies
          including the internet, wireless, broadband and satellite
          technologies;

     .    our plans to increase our advertising to expand the recognition of our
          brand name;

     .    the expected growth in the use of digital communications technologies
          in more industries;

     .    our plans to continue to expand through strategic acquisitions;

     .    our plans to integrate our operations with those of the companies that
          we have acquired;

     .    our plans to increase our client base; and

     .    our plans to improve our future financial performance.

     In some cases, you can identify forward-looking statements by our use of
words such as "may," "will," "should," "could," "expects," "plans," "intends,"
"anticipates," "believes," "estimates," "predicts," "potential" or "continue" or
the negative or other variations of these words, or other comparable words or
phrases.

     Among the factors that could cause our actual results or events to differ
are:

     .    unanticipated trends and conditions in our industry;

     .    the risk that we will not have sufficient capital to maintain and/or
          expand our operations;

     .    the risk that we will not be able to keep pace with the changing
          communications technologies;

     .    the risk that we will not be able to maintain our reputation and
          expand our name recognition;

     .    the risk that we will not be able to identify and acquire companies
          that complement or enhance our business; and

     .    any inability to address or resolve financial, operational and
          managerial challenges arising from our recent acquisitions.

     Although we believe that the expectations reflected in our forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements or other future events. We are under no
duty to update any of our forward-looking statements after the date of this
report, other than as required by law. You should not place undue reliance on
forward-looking statements.
<PAGE>

Overview

     Razorfish is a provider of global digital solutions. Digital solutions are
business solutions that use digital technologies to enhance communications and
commerce between businesses and their consumers, suppliers, employees, and other
partners. Razorfish provides an integrated, end-to-end solution. Razorfish's
strategy, creative and technology professionals carry out every aspect of a
solution from strategic consulting to design of information architectures and
user-interfaces to integration of backend Enterprise Resource Planning (ERP) and
legacy systems. These digital solutions utilize a wide variety of platforms,
including the World Wide Web, wireless, broadband and satellite communications
and a variety of digital devices and information appliances, including desktop
PCs, mobile phones, pagers and personal digital assistants. Razorfish thereby
creates for its clients digital solutions designed to help them re-architect
their traditional business models and identify and improve communications and
commerce opportunities.

     Razorfish's derives substantially all of its revenues from fees for
services generated on a project-by-project basis. Razorfish's services are
provided on both a fixed-time, fixed-price basis and on a time and materials
basis.

     Razorfish recognizes revenues for both time and materials-based
arrangements and fixed-time, fixed-price arrangements on the
percentage-of-completion method of accounting based on the ratio of costs
incurred to total estimated costs. In developing the fixed price of a project,
Razorfish follows a process that assesses the technical complexity of the
project, the nature of the work, the functions to be performed and the resources
required to complete the engagement. Razorfish periodically reassesses its
estimated costs for each project, and provisions for estimated losses on
unfinished projects are recorded in the period in which such losses are
determined. To date, such losses have not been significant. Revenues exclude
reimbursable expenses charged to clients.

     Agreements entered into in connection with time and materials projects are
generally terminable by the client upon 30-days' prior written notice, and
clients are required to pay Razorfish for all time, materials and expenses
incurred by Razorfish through the effective date of termination. Agreements
entered into in connection with fixed-time, fixed-price projects, are generally
terminable by the client upon payment for work performed and the next progress
payment due. If clients terminate existing agreements or if Razorfish is unable
to enter into new engagements, Razorfish's business, financial condition, and
results of operations could be materially and adversely affected. In addition,
because a proportion of Razorfish's expenses is relatively fixed, a variation in
the number of client engagements can cause significant variations in operating
results from quarter to quarter.

     Razorfish's projects vary in size and scope; therefore, a client that
accounts for a significant portion of Razorfish's revenues in one period may not
generate a similar amount of revenue in subsequent periods. No client accounted
for more than 10.0% of Razorfish's revenues in the periods ended March 31, 2000
or March 31, 2001.

     Razorfish does not believe that it will derive a significant portion of its
revenues from a limited number of clients in the near future. However, there is
a risk that the source of Razorfish's revenues may be generated from a small
number of clients. These clients may not retain Razorfish in the future. Any
cancellation, deferral, or significant reduction in work performed for these
principal clients or a significant number of smaller clients could have a
material adverse affect on Razorfish's business, financial condition, and
results of operations.

Operating and other expenses
<PAGE>

     Razorfish's project personnel costs consist primarily of compensation and
related costs of personnel dedicated to customer assignments. Project personnel
costs also include fees paid to subcontractors for work performed in connection
with projects and non-reimbursed project travel expenses.

     Razorfish's selling and marketing costs consist primarily of compensation
and related costs of sales and marketing personnel, travel expenses, and
marketing programs and promotion costs.

     Razorfish's general and administrative costs consist primarily of
compensation and related costs of the management and administrative functions,
including finance and accounting, human resources and internal information
technology, and the costs of Razorfish's facilities and other general corporate
expenses.

     Razorfish's restructuring charge consists primarily of severance payments
and expenses related to future lease payments on office space that is no longer
occupied by the Company.

Seasonality

     In general, the laws of the European countries in which Razorfish operates
mandate that all employees receive significantly more vacation days than in the
United States. For example, in Sweden, each employee must receive a minimum of
25 days paid vacation per year. These vacations are typically taken in the third
quarter, resulting in declining revenues during this period due to a reduction
in both billable hours and client demand.

Quarter-to-quarter fluctuations in margins

     The Company's operating results and quarter-to-quarter margins may
fluctuate in the future as a result of many factors, some of which are beyond
the Company's control. Historically, the Company's quarterly margins have been
impacted by:

 .    the number of client engagements undertaken or completed;

 .    a change in the scope of ongoing client engagements;

 .    seasonality;

 .    a shift from fixed-fee to time and materials-based contracts;

 .    the number of days during the quarter;

 .    utilization rates of employees;

 .    marketing and business development expenses;

 .    charges relating to strategic acquisitions;

 .    pricing changes in the information technology services market; and

 .    economic conditions generally or in the information technology services
     market.

The Company expects this trend to continue.
<PAGE>

Results of operations

Revenues

     The Company's revenues decreased $21.4 million, or 33.4%, to $42.7 million
for the three months ended March 31, 2001 from $64.1 million for the comparable
period in 2000. This decrease in revenue was primarily due to significant
reduction in demand for services experienced by consultants which provide
similar services to Razorfish.

Project personnel costs

     The Company's project personnel costs decreased $.9 million, or 3.0%, to
$28.9 million for the three months ended March 31, 2001 from $29.9 million for
the comparable period in 2000. The decrease is due a reduction in workforce as a
part of Razorfish's ongoing restructuring plan which was implemented due to
reduced revenue levels.

Sales and marketing

     The Company's sales and marketing costs increased $.6 million, or 14.6%, to
$4.7 million for the three months ended March 31, 2001 from $4.1 million for the
comparable period in 2000. The increase in sales and marketing costs is due to
Razorfish's efforts to promote and sell its services in order to generate
additional revenues.

General and administrative

     The Company's general and administrative expenses increased $.1 million,
or .5%, to $20.5 million for the three months ended March 31, 2001 from $20.4
million for the comparable period in 2000. The increase in general and
administrative expenses was a result of increases, such as, rent expense,
equipment rental, and depreciation.

Restructuring charge

     The Company's restructuring charge of $12.8 million is comprised of charges
of approximately $8.2 million of severance expenses paid during the first
quarter of 2001, approximately $2.4 million in accrued severance expenses which
were paid during April 2001 and approximately $2.2 million of expenses relating
to future lease payments on property no longer occupied by Razorfish.


Amortization of intangibles

     Amortization of intangibles for the Company was $.9 million for the three
months ended March 31, 2001 compared to $2.0 million for the comparable period
in 2000. This decrease was due to the reduction of goodwill resulting from an
impairment charge associated with acquisitions in prior periods. The reduction
of goodwill was recorded in the fourth quarter of 2000.

Income Taxes

     The effective income tax rate was 1% and 43% for the three months ended
March 31, 2001 and 2000, respectively. The differences in the effective tax rate
for the periods was due to the net loss Razorfish incurred in the first quarter
of 2001 as compared to net income in for the comparable period in 2000. Due to
the net loss in 2001, Razorfish has not booked a tax provision and has booked a
valuation allowance for tax benefits generated this period.

Liquidity and Capital Resources

     Razorfish believes that based on its cost reduction efforts, which have
included major workforce reductions in the first quarter 2001 and will include
additional cost reductions if necessary, the Company
<PAGE>

will return to profitability and that cash generated by operations combined with
its current cash position will be sufficient to meet its working capital needs
for the next twelve months.


     The Company's net cash used in operating activities was $17.3 million for
the three months ended March 31, 2001 compared to net cash used in operating
activities of $6.9 million for the three months ended March 31, 2000. Net cash
used in operating activities during the period ended March 31, 2001 was mainly
due to a net loss of $24.9 million, and a decrease in accounts payable and other
current liabilities of $1.9 million and $1.2 million respectively. This was
partially offset by an decrease in accounts receivable and unbilled revenue of
$4.0 million and $2.2 million respectively, depreciation and amortization of
$2.5 million, and an increase in deferred revenues of $1.2 million. The
Company's net cash used in operating activities was $6.9 million for the three
months ended March 31, 2000. Net cash used in operating activities during the
period ended March 31, 2000 was mainly due to an increase in unbilled revenues
of $7.6 million, a decrease in accounts payable and accrued expenses of $6.4
million, an increase in accounts receivable of $4.2 million, and an increase in
prepaid and other current assets of $1.5 million. This was partially offset by
an increase in other liabilities of $5.5 million, depreciation and amortization
of $4.6 million, tax benefit due to stock option exercises of $3.5 million, and
in increase in deferred revenues of $1.1 million.

     The Company's net cash used in investing activities was $1.2 million for
the three months ended March 31, 2001 compared to $6.9 million for the three
months ended March 31, 2000. Net cash used in investing activities for the
period ended March 31, 2001 was due to capital expenditures of $1.2 million. Net
cash used from investing activities during the period ended March 31, 2000 was
mainly due to capital expenditures of $3.6 million, net cash paid for
acquisitions of $2.2 million, and settlement of earn out agreements of $1.0
million.

     The Company's net cash provided by financing activities was $.3 million for
the three months ended March 31, 2001 compared to $4.1 million for the three
months ended March 31, 2000. Net cash provided for the period ended March 31,
2001 was mainly due to proceeds received from the repayment of a loan from a
shareholder of $.7 million, which was partially offset by proceeds paid to long
term obligations of $.3 million. Net cash provided for the period ended March
31, 2000 was mainly due to proceeds received from the exercise of stock options
of $5.9 million. This was partially offset by payments of long-term obligations
of $1.7 million.

Capital expenditures, earn-out payments and rent expenses

     Razorfish's capital expenditures for the period ended March 31, 2001 were
$1.2 million compared to $3.6 million for the comparable period in 2000. The
decrease in capital expenditures during 2001 was due primarily a reduction of
capital spending in an effort control costs. Razorfish does not have any
material commitments for capital expenditures for the foreseeable future

Currency fluctuation and the euro conversion

     Several counties of the European Union have agreed to adopt the euro as
their common legal currency. On January 1, 1999, these members began the process
of converting their native currencies to the euro, and on that date the euro
commenced trading on currency exchanges and became available for non-cash
transactions. For the period from January 1, 1999 to January 1, 2002, both the
euro and the native currencies will be legal tender in the participating member
states. During this period, the
<PAGE>

conversion rates for currencies will be determined by a formula that has been
established by the European Commission. On January 1, 2002, new euro-denominated
bills and coins will be fully deployed and all native bills and coins will be
withdrawn by July 1, 2002.

     While the United Kingdom and Sweden, two of the countries in which
Razorfish operates, are members of the European Union, they are not
participating in the euro conversion; however, they may elect to convert to the
euro at a later date. Risks related to the conversion to the euro may not impact
Razorfish directly, but could have a materially adverse effect on its clients'
businesses, which could have an indirect effect on their demand for Razorfish's
services. Razorfish's management does not believe that the conversion to the
euro will have a material or adverse impact on its business.
<PAGE>

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

Item 5.  Other Events.

     Razorfish has attached as exhibit 99.1 its press release, dated May 3,
2001, announcing the resignation of its founders, Mr. Jeffrey Dachis and Mr.
Craig Kanarick, the appointment Jean-Philippe Maheu as Chief Executive Officer
and its quarterly results for the quarter ended March 31, 2001.

Separation  Agreement with Mr. Dachis

     On May 2, 2001, Razorfish entered into a separation and release agreement
with Mr. Dachis, pursuant to which Mr. Dachis resigned as Chief Executive
Officer.   In accordance with the provisions of the separation agreement, Mr.
Dachis received $750,000 and the employment agreement between Razorfish and Mr.
Dachis has been terminated.  The separation agreement is attached hereto as
exhibit 10.53.


Separation Agreement with Mr. Kanarick

     On May 2, 2001, Razorfish entered into a separation and release agreement
with Mr. Kanarick, pursuant to which Mr. Kanarick resigned as Chief Strategic
Officer.  In accordance with the provisions of the separation agreement, Mr.
Kanarick received $450,000 and the employment agreement between Razorfish and
Mr. Kanarick has been terminated.  The separation agreement is attached hereto
as exhibit 10.54.


10b5-1 Selling Plans


     On May 7, 2001, Mr. Dachis entered into a stock trading plan agreement with
Credit Suisse First Boston Corporation Client ("CSFBC") pursuant to which he has
irrevocably instructed CSFBC to sell a pre-determined amount of the common stock
of Razorfish presently owned and controlled by Mr. Dachis.  Pursuant to this
plan, Mr. Dachis irrevocably granted to CSFBC complete discretion as to when and
how often during each month, and at what price, to execute individual sale
orders in accordance with the terms of the stock trading plan.


     On May 7, 2001, Mr. Kanarick entered into a sales plan with J. P. Morgan
Securities Inc. ("JPMSI") pursuant to which he has irrevocably instructed JPMSI
to sell a pre-determined amount of the common stock of Razorfish presently owned
and controlled by Mr. Kanarick. In the sales plan, Mr. Kanarick acknowledged and
agreed that he does not have authority, influence or control over any sales of
such common stock effected by JPMSI pursuant to the sales plan, and will not
attempt to exercise any authority, influence or control over such sales.



Item 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a)   Exhibits

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

     2.1       Agreement and Plan of Merger, dated as of August 10, 1999, by and
               between Razorfish, Razorfish Merger Sub and i-Cube.(2)
<PAGE>

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

     3.1       Certificate of Incorporation of Razorfish, Inc. (the "Company"),
               as amended.(2)

     3.2       By-laws of Razorfish.(1)

     4.1       Stockholders Agreement, dated as of October 1, 1998, among
               Razorfish, Spray Ventures, Communicade, Jeffrey A. Dachis and
               Craig M. Kanarick.(1)

     4.2       Amendment to Stockholders Agreement, dated February 3, 1999,
               among Razorfish, Spray Ventures, Communicade, Jeffrey A. Dachis
               and Craig M. Kanarick.(1)

     4.6       Registration Rights Agreement, dated March 30, 1999, between
               Razorfish and Communicade Inc.(1)

     4.7       Specimen Common Stock Certificate of Razorfish.(1)

     10.1      The Amended and Restated 1997 Stock Option and Incentive Plan.(1)

     10.2      1999 Amended and Restated Stock Incentive Plan.(2)

     10.3      2000 Non-officer Stock Incentive Plan.(3)

     10.4      Non-competitive Agreement, dated September 18, 1996, between
               Razorfish and Jeffrey A. Dachis.(1)

     10.5      Employment Agreement, dated September 18, 1996, between Razorfish
               and Craig M. Kanarick.(1)

     10.6      Non-competitive Agreement, dated September 18, 1996, between
               Razorfish and Craig M. Kanarick.(1)

     10.7      Employment Agreement, dated June 19, 1997, between Razorfish and
               Jean-Philippe Maheu.(1)

     10.8      Employment Agreement dated September 1, 2000 between Razorfish
               and Michael Simon.(5)

     10.9      Employment Agreement dated September 1, 2000 between Razorfish
               and Sue Murphree.(5)

     10.10     Employment Agreement, dated as of October 1, 1998, between
               Razorfish and Jonas Svensson.(1)

     10.11     Employment Agreement dated as of August 1, 2000, between
               Razorfish and John Roberts.(5)

     10.12     Employment Agreement dates as of July 1, 2000 between Razorfish
               and Jean-Philippe Maheu.(5)

     10.13     Lease Agreement, dated October 28, 1996, between Razorfish and
               Man Yun Real Estate Corporation.(1)

     10.14     Lease Agreement, dated April 30, 1997, between Razorfish and Man
               Yun Real Estate Corporation.(1)

     10.15     Lease Agreement, dated December 23, 1998, between C.H.B.I.
               Razorfish Limited and The Mayor and Commonalty and Citizens of
               the City of London.(1)

     10.16     Lease Agreement, dated March 10, 1998, between J&R Bechelli and
               Alpha Online, Inc., as amended by letter dated February 9,
               1999.(1)

     10.17     Lease Agreement No. 731 100, dated April 12, 1996, between Spray
               (f/k/a Spray Interactive Media
<PAGE>

 Exhibit No.                           Description
 -----------                           -----------
               Agency AB) and Bojner Estate AB ("Bojner") and the English
               translation thereof.(1)

     10.18     Lease Agreement No. 741 100, dated September 30, 1997, between
               Spray (f/k/a Spray Interactive Media AB) and Bojner and the
               English translation thereof.(1)

     10.19     Lease Contract No. 01009 001 024 ("Trygg-Hansa Lease"), dated
               April 30, 1998, between Spray and Trygg-Hansa ("Trygg-Hansa") and
               the English translation thereof.(1)

     10.20     Supplement No. 1, dated April 30, 1998, to Trygg-Hansa Lease and
               the English translation thereof.(1)

     10.21     Supplement No. 2, dated August 18, 1998, to Trygg-Hansa Lease
               and the English translation thereof.(1)

     10.22     Personal Guarantee for Premises, dated April 29, 1998, made by
               Lars T. Andersson and Per Bystedt in favor of Trygg-Hansa with
               respect to Trygg-Hansa Lease and the English translation
               thereof.(1)

     10.23     Personal Guarantee for Premises, dated April 29, 1988, made by
               Johan Ihrfelt and Jonas Svensson in favor of Trygg-Hansa with
               respect to Trygg-Hansa Lease and the English translation
               thereof.(1)

     10.24     Rent Contract Covering Business Premises, dated February 3,
               1998, between Spray Interactive Media AB and DEGI Deutsche
               Gesellschaft fur Immobilienfonds mbH and the English translation
               thereof.(1)

     10.25     Rental Agreement for Office Space No. 910539, dated April 25,
               1997, between Spray Interactive Media Oy and Valtion
               Kiinteistolaitos (State Real Property Authority)/Uusimaa ("State
               Real Property Authority") and the English translation thereof.(1)

     10.26     Rental Agreement for Office Space No. 910539, dated May 14,
               1997, between Spray Interactive Media Oy and State Real Property
               Authority and the English translation thereof.(1)

     10.27     Lease Contract, dated June 17, 1998, between Spray
               Geelmuyden.Kiese A.S and Kongensgate 2 ANS and the English
               translation thereof.(1)

     10.28     Subscription and Exchange Agreement, dated as of October 1,
               1998, among Razorfish, Spray Ventures AB and Communicade.(1)

     10.29     First Amendment to the Subscription and Exchange Agreement,
               dated November 25, 1998, among Razorfish, Spray Ventures AB,
               Spray Network AB and Communicade.(1)

     10.30     Second Amendment to the Subscription and Exchange Agreement,
               dated December 10, 1998, among Razorfish, Spray Ventures AB,
               Spray Network AB and Communicade.(1)

     10.31     Stock Purchase Agreement, dated as of October 1, 1998, among
               Communicade, Jeffrey A. Dachis and Craig M. Kanarick.(1)

     10.32     Stock Purchase Agreement, dated October 23, 1998, between
               Communicade and Spray Ventures AB.(1)

     10.33     Amendment to Stock Purchase Agreement, dated December 10, 1998,
               between Communicade and Spray Ventures AB.(1)

     10.34     Employment Agreement, dated April 15, 2000, between Razorfish
               and Jeffrey A. Dachis.(4)
<PAGE>

 Exhibit No.                           Description
 -----------                           -----------
     10.35     Forms of Voting Agreements.(2)

     10.36     Letter Agreement dated August 8, 1995 between i-Cube and Silicon
               Valley Bank.(2)

     10.37     Promissory Note dated August 8, 1995 between i-Cube and Silicon
               Valley Bank.(2)

     10.38     Commercial Security Agreement dated August 8, 1995 between
               i-Cube and Silicon Valley Bank.(2)

     10.39     Negative Pledge Agreement dated August 8, 1995 between i-Cube
               and Silicon Valley Bank.(2)

     10.40     Letter Agreement dated October 7, 1996 between i-Cube and
               Silicon Valley Bank.(2)

     10.41     Promissory Note dated July 31, 1997 between i-Cube and Silicon
               Valley Bank.(2)

     10.42     Loan Modification Agreements between Registrant and Silicon
               Valley Bank dated August 6, 1996, August 7, 1996 and August 28,
               1997, respectively.(2)

     10.43     Lease Agreement dated November 20, 1996 between i-Cube, RR&C
               Development Company and Patrician Associates, Inc.(2)

     10.44     Lease Agreement dated as of July 14, 1995 between i-Cube and
               Riverfront Office Park Joint Venture.(2)

     10.45     Amendment No. 1 to Lease Agreement dated as of July 14, 1995
               between i-Cube and Riverfront Office Park Joint Venture.(2)

     10.46     Sublease dated as of June 19, 1995 between i-Cube and MathSoft,
               Inc.(2)

     10.47     Employment Agreement as of July 18, 2000 between Razorfish and
               Craig Kanarick.(5)

     10.48     Separation Agreement dated as of February 8, 2001 between
               Razorfish and Sue Murphree.(5)

     10.49     Amendment to employment agreement dated September 1, 2000
               between Razorfish and Michael Simon.(5)

     10.50     English Translation of Lease Agreements, dated April 4, 2000,
               between Primavera S.a.s. and Razorfish S.r.l. (as assigned from
               Razorfish Ltd.).(6)

     10.51     Lease Agreement, dated October 30, 2000, between Shearwater
               Partners, LLC and Razorfish, Inc.(6)

     10.52     Lease Agreement, dated August 3, 2000, by and between Wittayu
               Realty Ltd., Razorfish Ltd. and Razorfish, Inc.(6)

     10.53     Separation Agreement between Razorfish, Inc. and Jeffrey A.
               Dachis, dated May 2, 2001.

     10.54     Separation Agreement between Razorfish, Inc. and Craig M.
               Kanarick, dated May 2, 2001.

     18.1      Letter re: Change in Certifying Accountant.(3)

     21.1      Subsidiaries of Razorfish.(6)

     99.1      Press release dated May 3, 2001.
<PAGE>

(1)  Filed as an exhibit to Razorfish's Registration Statement on Form S-1 or
     amendments thereto declared effective by the Securities and Exchange
     Commission on April 26, 1999 (File No. 333-71043) and incorporated herein
     by reference.

(2)  Filed as an exhibit to Razorfish's Registration Statement on Form S-4 or
     amendments thereto declared effective by the Securities and Exchange
     Commission on October 1, 1999 (File No. 333-87031) and incorporated herein
     by reference.

(3)  Filed as an exhibit to Razorfish's Report on Form 8-K/A that was filed with
     the Securities and Exchange Commission on June 30, 2000 and incorporated
     herein by reference.

(4)  Filed as exhibit to Razorfish's Report on Form 10-Q that was filed with the
     Securities and Exchange Commission on August 14, 2000 and incorporated
     herein by reference.

(5)  Filed as an exhibit to Razorfish's Report on Form 10-K that was filed with
     the Securities and Exchange Commission on April 2, 2001 and incorporated
     herein by reference.

(6)  Filed as an exhibit to Razorfish's Report on Form 10-K/A, Amendment No. 1,
     that was filed with the Securities and Exchange Commission on April 30,
     2001 and incorporated herein by reference.

(b)  Reports on Form 8-K.
       None.
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly cause this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, state of
New York, on May 14, 2001.

         RAZORFISH, INC.


         By: /s/ Jean-Philippe Maheu
            -------------------------------------
            Jean-Philippe Maheu
            Chief Executive Officer


         By: /s/ John J. Roberts
            -------------------------------------
            John J. Roberts
            Chief Financial Officer
            (Principal Financial and Accounting
            Officer)