<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 June 30, 1999
                                 --------------

                                       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   ____________

                                   ---------

                                RAZORFISH, INC.
                                ---------------
             (Exact Name of Registrant as Specified in its Charter)

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


             107 Grand Street, 3rd Floor, 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
suchfiling requirements for the past 90 days. [X] YES [ ] NO

The number of shares outstanding of the Registrant's Class A Common Stock as of
July 31, 1999 was 24,621,798.
<PAGE>

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

                                                                        Page No.
PART I.   FINANCIAL INFORMATION

Item 1.   Unaudited Consolidated Financial Statements

             Consolidated Balance Sheets as of December 31, 1998
             (audited) and June 30, 1999                                    1

             Consolidated Statements of Operations for the Three
             Months and Six Months Ended June 30, 1998 and 1999             2

             Consolidated Statements of Cash Flows for the Six
             Months Ended June 30, 1998 and 1999                            3

             Notes to Consolidated Financial Statements                     4

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                7

PART II. OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds                         13

Item 6.  Exhibits and Reports on Form 8-K                                  13

Signatures                                                                 15
<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                        RAZORFISH, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                       (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                         Assets                                             December 31,     June 30,
                                         ------                                                 1998           1999
                                                                                            --------------------------
                                                                                              (audited)    (unaudited)
<S>                                                                                         <C>            <C>
CURRENT ASSETS:
Cash and cash equivalents                                                                        $   599     $ 63,489
Accounts receivable, net of allowance for doubtful accounts of $50 and $603
 respectively                                                                                      2,373        8,882

Unbilled charges                                                                                   1,327        4,284
Prepaid expenses and other current assets                                                            573          924
Deferred tax assets                                                                                  102           70
Due from affiliates                                                                                  601        2,336
                                                                                            --------------------------
          Total current assets                                                                     5,575       79,985
PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization of $472 and
 $1,466, respectively                                                                              1,186        4,074

INTANGIBLES, net of accumulated amortization of $107 and $2,160, respectively                      3,455       59,766
DEFERRED TAX ASSETS                                                                                  620          798
DEFERRED REGISTRATION COSTS                                                                          564            -
OTHER ASSETS                                                                                         685          957
                                                                                            --------------------------
               Total assets                                                                      $12,085     $145,580
                                                                                            ==========================

                         Liabilities and Stockholders' Equity
                         ------------------------------------

CURRENT LIABILITIES:
Accounts payable and accrued expenses                                                            $ 1,791     $  9,419
Income taxes payable                                                                                 206          282
Deferred rent                                                                                         58          105
Advanced billings                                                                                    345          904
Due to Omnicom Group, Inc.                                                                         1,782            -
Due to related party                                                                                 500            -
Current portion of capital lease obligations                                                          47           44
Deferred tax liabilities                                                                           1,396        1,424
                                                                                            --------------------------
          Total current liabilities                                                                6,125       12,178
LONG-TERM DEBT                                                                                     3,207            -
CAPITAL LEASE OBLIGATIONS                                                                              6          163
MINORITY INTEREST                                                                                      -           26
OTHER LIABILITIES                                                                                     19          704
                                                                                            --------------------------
               Total liabilities                                                                   9,357       13,071
STOCKHOLDERS' EQUITY:
Preferred Stock, $.01 par value, 10,000,000 shares authorized; no shares issued or
 outstanding                                                                                           -            -
Common Stock:
Class A, $.01 par value, 29,999,950 shares authorized; 9,223,821 and 24,596,939 shares
 issued and outstanding at December 31, 1998 and June 30, 1999, respectively                          92          246

Class B, $.01 par value, 50 shares authorized; 50 shares issued and outstanding                        -            -
Additional paid-in capital                                                                         2,410      130,979
Cumulative foreign currency translation adjustments                                                    4          (97)
Retained earnings                                                                                    222        1,381
                                                                                            --------------------------
Total stockholders' equity                                                                         2,728      132,509
                                                                                            --------------------------
Total liabilities & stockholders' equity                                                         $12,085     $145,580
                                                                                            ==========================
</TABLE>

   The accompanying notes are an integral part of these consolidated balance
                                    sheets.

                                       1
<PAGE>

                        RAZORFISH, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                       Three Months Ended                 Six Months Ended
                                               --------------------------------- -------------------------------
                                                 June 30, 1998   June 30, 1999     June 30, 1998   June 30, 1999
                                               --------------------------------- -------------------------------
                                                          (unaudited)                       (unaudited)

<S>                                              <C>             <C>               <C>             <C>
REVENUES                                            $    3,031     $    15,055        $    5,150     $    27,410
DIRECT SALARIES AND COSTS                                1,599           7,713             3,006          14,201
                                                -------------------------------- -------------------------------
     Gross profit                                        1,432           7,342             2,144          13,209
SALES AND MARKETING                                         59             645                94           1,114
GENERAL AND ADMINISTRATIVE                                 693           4,476             1,207           7,650
AMORTIZATION OF INTANGIBLES                                 19             837                27           1,629
NON-CASH COMPENSATION EXPENSE                            1,657              27             1,700              54
                                                -------------------------------- -------------------------------
     Income (loss) from operations                        (996)          1,357              (884)          2,762
INTEREST (INCOME) EXPENSE, NET                              61            (596)              103            (587)
MINORITY INTEREST                                            -               -                 -             (22)
                                                -------------------------------- -------------------------------
     Income (loss) before income taxes                  (1,057)          1,953              (987)          3,371
PROVISION (BENEFIT) FOR INCOME TAXES                      (628)          1,318              (585)          2,213
                                                -------------------------------- -------------------------------
             Net income (loss)                          ($ 429)    $       635            ($ 402)    $     1,158
                                                ================================ ===============================

PER SHARE INFORMATION:
      Net income (loss) per share--
             Basic                                     ($ 0.05)          $0.03           ($ 0.04)          $0.05
             Diluted                                   ($ 0.05)          $0.03           ($ 0.04)          $0.05

      Weighted average common shares
       outstanding--
             Basic                                   9,156,819      23,574,105         9,156,819      21,757,402
             Diluted                                 9,156,819      24,327,635         9,156,819      22,370,882
</TABLE>

 The accompanying notes are an integral part of these consolidated statements.


                                       2
<PAGE>

                        RAZORFISH, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                             Six Months Ended June 30,
                                                                           1998                    1999
                                                                        ----------------------------------
<S>                                                                      <C>                     <C>
                                                                                   (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                           ($ 402)                $ 1,158
Adjustments to reconcile net income (loss) to net
 cash provided by operating activities--
Allowance for doubtful accounts                                                 33                     553
Depreciation and amortization                                                  319                   2,622
Non-cash common stock option compensation                                    1,732                       -
Non-cash capital contribution                                                    -                      55
Increase in minority interest                                                    -                      26
Increase in deferred tax assets                                             (1,366)                   (146)
Increase in accounts receivable                                               (906)                 (7,062)
Increase in unbilled charges                                                   (80)                 (2,957)
(Increase) decrease in prepaid expenses and other
 current assets                                                                263                    (351)
Increase in due from affiliates                                               (117)                 (1,735)
Increase in other assets                                                      (732)                   (271)
Increase in accounts payable and accrued expenses                            1,111                   7,628
Increase (decrease) in advanced billings                                      (344)                    559
Increase (decrease) in deferred tax liabilities                                (98)                     28
Increase in income taxes payable                                               635                      76
Increase (decrease) in deferred rent                                           (28)                     47
Increase in other liabilities                                                  229                     685
Decrease in due to related party                                                 -                    (500)
                                                                        ----------------------------------
Net cash provided by operating activities                                      249                     415

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                          (698)                 (3,882)
Acquisitions of subsidiaries, net of cash acquired                          (3,000)                 (3,000)
                                                                        ----------------------------------
Net cash used in investing activities                                       (3,698)                 (6,882)

CASH FLOWS FROM FINANCING ACTIVITIES:
Deferred registration costs                                                      -                     564
Payments under capital lease obligations                                       (48)                    155
Proceeds from Initial Public Offering                                            -                  48,322
Proceeds from exercise of Communicade's 10% option                               -                  25,303
Proceeds from exercise of stock options                                          -                     691
Net borrowings (repayments) under lines of credit
 options                                                                     2,732                  (4,989)
Repurchase of Treasury Stock                                                     -                    (589)
                                                                        ----------------------------------
Net cash provided by financing activities                                    2,684                  69,457
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                     -                    (100)
Net increase (decrease) in cash and cash equivalents                          (765)                 62,890
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                               1,176                     599
                                                                        ----------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                   $   411                 $63,489
                                                                        ==================================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for--
Income taxes paid                                                          $     -                 $ 2,500
Interest paid                                                                    -                       -
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES
Fair market value of common stock issued for acquisition                         -                  54,940
</TABLE>

 The accompanying notes are an integral part of these consolidated statements.

                                       3
<PAGE>

                       RAZORFISH, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

  Razorfish, Inc., together with its wholly owned and partially owned
subsidiaries (collectively, the "Company"), is an international digital
communications solutions provider. The Company creates digital communications
solutions that are designed to help its clients increase sales, improve
communications, and create and enhance business identities. The Company provides
an integrated service offering consisting of strategic consulting, design of
information architectures and user interfaces, and creation and customization of
software necessary to implement its digital communication solutions. The Company
primarily uses Internet-based technologies to create digital communication
solutions for the World Wide Web. However, the Company's solutions will
increasingly incorporate additional communications technologies, such as
wireless, satellite and broadband communications, for use with a variety of
digital devices and information appliances, including mobile phones, pagers and
personal digital assistants. In order to service its global clients, the Company
has completed seven acquisitions since its inception in 1995, and currently has
offices in New York, San Francisco, Los Angeles, London, Stockholm, Oslo,
Helsinki and Hamburg.

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 Registration Statement on Form S-1, as amended (File
No. 333-71043). 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 and six months ended
June 30, 1998 and 1999, and are not necessarily indicative of the results to be
expected for any other interim period or any future fiscal year.

2.  ACQUISITIONS

  In January 1999, the Company acquired all of the issued and outstanding shares
of capital stock of Spray Network AB ("Spray") from Spray Ventures AB and
Communicade Inc. ("Communicade"), a wholly owned subsidiary of Omnicom Group,
Inc. ("Omnicom"), in exchange for an aggregate of 9,881,034 shares of the
Company's Class A Common Stock, par value $.01 per share (the "Common Stock"),
and 50 shares of the Company's non-voting Class B Common Stock (the "Spray
Acquisition"). The shares of Common Stock issued represented 50.0% of the shares
of the Company's Common Stock on a fully diluted basis immediately following the
Spray Acquisition. In addition, the Company entered into employment agreements
with certain executives of Spray Network AB.

  In June 1999, the Company acquired substantially all of the assets of the New
York-based company, Electrokinetics, Inc.  In consideration for the assets
acquired, the Company paid approximately $846,500 in cash.  In addition, the
Company entered into employment agreements with certain executives of
Electrokinetics, Inc.

In the second quarter, 1999, Razorfish purchased the remaining 15% of Razorfish
Oy, its Finnish subsidiary, approximately 24% of Razorfish AG, its German
subsidiary, and 15% of Razorfish AS for a total of $1,370,000 and a grant of
60,000 share options at fair market value.  In the Razorfish AS purchase,
Razorfish also agreed to repay certain capital contributions and loans over the
next three years.

                                       4
<PAGE>

3.  COMMUNICADE 10% OPTION

  On February 3, 1999, Communicade exercised its option to purchase up to 10% of
the Company's Common Stock and acquired 1,976,810 shares of Common Stock.  The
purchase price per share upon exercise of the 10% option was equal to 80% of the
price per share to be sold in the Company's initial public offering
(the "Offering"). The purchase price paid by Communicade in connection with the
exercise of this option was $15,814,476 and was based on an assumed offering
price of $10.00 per share (or $8.00 per share). The fair value of the 10% option
was recorded as additional purchase price consideration for the Spray
Acquisition. The purchase price for these shares was increased based on a
discount of 20% from $16.00 per share, the actual offering price of the shares
sold in the Offering. In April 1999, Communicade paid $9,488,692, the difference
between the amount paid by Communicade and the amount payable based on such
actual offering price.


4.  PRO FORMA INFORMATION

  The following information presents the pro forma results of operations for the
Company for the periods ending June 30, 1998 and 1999 as if the acquisitions of
Spray (Note 2), CHBi Limited (May 1998), Plastic (June 1998), tag Media (July
1998), Sunbather (October 1998) and Electrokinetics (June 1999) had occurred on
January 1, 1998:

<TABLE>
<CAPTION>
                                                     Three Months         Three              Six               Six
                                                    Ended June 30,     Months Ended      Months Ended      Months Ended
                                                         1998         June 30, 1999     June 30, 1998     June 30, 1999
                                                 -----------------------------------------------------------------------
(in 000's of U.S. Dollars)                           (unaudited)       (unaudited)       (unaudited)       (unaudited)
<S>                                                <C>               <C>               <C>               <C>
Revenues                                               $     8,479       $    15,182       $    15,666       $    27,793
Loss from operations                                        (2,385)            1,268            (2,615)            2,549
Net loss                                                    (1,628)              542            (1,757)              937

PER SHARE INFORMATION:
 Net loss per share--
   Basic                                                     (0.09)             0.02             (0.09)             0.04
   Diluted                                                   (0.09)             0.02             (0.09)             0.04

 Weighted average common shares outstanding--
   Basic                                                19,037,853        23,574,105        19,037,853        21,757,402
   Diluted                                              19,037,853        24,327,635        19,037,853        22,370,882
</TABLE>


5.  NET INCOME PER COMMON SHARE

  The Company computes net income per share in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS No. 128").
Under the provisions of SFAS No. 128 basic net income per share ("Basic EPS") is
computed by dividing net income by the weighted average number of common shares
outstanding. Diluted net income per common share ("Diluted EPS") is computed by
dividing net income by the weighted average number of common shares and dilutive
common share equivalents then outstanding. SFAS No. 128 requires the
presentation of both Basic EPS and Diluted EPS on the face of the consolidated
statements of operations.

<TABLE>
<CAPTION>
                                             Three  Months Ended June 30,     Six  Months Ended June 30,
                                          --------------------------------------------------------------
                                                 1998            1999             1998          1999
                                          --------------------------------------------------------------
                                                     (unaudited)                     (unaudited)
<S>                                         <C>             <C>               <C>           <C>
     Basic common share outstanding              9,156,819      23,574,105       9,156,819    21,757,402
     Stock options                                       -         753,530               -       613,480
                                          --------------------------------------------------------------
     Diluted common and common equivalent
      shares                                     9,156,819      24,327,635       9,156,819    22,370,882
                                          ==============================================================
</TABLE>

                                       5
<PAGE>

Diluted loss per share for the three and six months ended June 30, 1998 does not
include the impact of common stock options as the effect of their inclusion
would be anti-dilutive.


6.   RECENTLY ISSUED ACCOUNTING STANDARDS

  In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use" ("SOP 98-1"), which provides guidance
for determining whether computer software is internal-use software and on
accounting for the proceeds of computer software originally developed or
obtained for internal use and then subsequently sold to the public. It also
provides guidance on capitalization of the costs incurred for computer software
developed or obtained for internal use. SOP 98-1 is effective for fiscal years
beginning after December 31, 1998. The adoption of SOP 98-1 did not have a
material effect on the Company's unaudited consolidated financial statements.

  In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities," which
is required to be adopted in years beginning after June 15, 1999. The Company
anticipates that the adoption of SFAS No. 133 will not have a significant
effecton the financial condition of the Company.

In July, 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB
statement No. 133", which amends SFAS No. 133 to be effective for all fiscal
quarters of all fiscal years beginning after June 15, 2000.


7.   COMPREHENSIVE INCOME

  During 1998, the Company adopted SFAS No. 130 "Reporting Comprehensive
Income," which established standards for reporting and displaying comprehensive
income and its components in a financial statement that is displayed with the
same prominence as other financial statements. The components of comprehensive
income are as follows:

<TABLE>
<CAPTION>
(In Thousands of U.S. Dollars)                                             Three Months Ended June 30,
                                                                         ----------------------------------
                                                                           1998                      1999
                                                                         ----------------------------------
                                                                                     (unaudited)
<S>                                                                      <C>                        <C>
           Net income                                                      ($429)                     $ 635
           Foreign currency translation adjustment                             -                        (68)
                                                                         ----------------------------------
               Comprehensive income                                        ($429)                     $ 567
                                                                         ==================================
</TABLE>


8.   PUBLIC OFFERING

  On April 30, 1999, the Company closed the Offering and sold an aggregate of
3,450,000 shares (including 450,000 shares subject to the underwriters' over-
allotment option) of the Company's Common Stock to the public. All of the shares
of Common Stock sold in the Offering were sold by the Company. Net proceeds to
the Company were $48,321,886, after deducting underwriting discounts and
commissions and expenses payable by the Company in connection with the Offering.
The Company used a portion of the net proceeds from the Offering to repay all
outstanding amounts owed by the Company to Omnicom under the lines of credit
provided by Omnicom.


9.   SUBSEQUENT EVENTS

  On July 15, 1999, the Company announced that it will acquire all of the
outstanding stock of Los Angeles-based Fuel, Inc. and Tonga, Inc.  Under the
terms of the acquisition, the Company will issue up to 656,000 shares of its
Common Stock and pay $750,000 in cash to Fuel and Tonga's sole shareholder in
exchange for the entire equity interest in Fuel and Tonga.  Furthermore, the
Fuel and Tonga purchase agreement calls for a stock or cash earn-out payment to
the former shareholder based upon the achievement of certain revenue levels for
1999.

  On August 10, 1999, the Company announced that it had signed a definitive
agreement to merge with Cambridge-based International Integration, Inc., ("i-
Cube").  Each share or share option of i-Cube will be exchanged for 0.875 of a
share of Razorfish, Inc.

                                       6
<PAGE>

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

  This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These forward-
looking statements involve risks and uncertainties, and actual results could be
significantly different than those discussed in this Quarterly Report on Form
10-Q. All forward-looking statements included in this document are made as of
the date hereof, based on information available to the Company on the date
thereof, and the Company assumes no obligation to update any forward-looking
statements.

Overview

  The Company is a leading-edge international digital communications solutions
provider. The Company's digital communications solutions are designed to help
clients increase sales, improve communications and create and enhance business
identities. The Company provides an integrated service offering consisting of
strategic consulting, design of information architectures and user-interfaces
and creation and customization of software necessary to implement its digital
communications solutions. The Company primarily uses Internet-based technologies
to create digital communications solutions for the World Wide Web. However, the
Company's solutions will increasingly incorporate additional communications
technologies, such as wireless, satellite and broadband communications, for use
with a variety of digital devices and information appliances, including mobile
phones, pagers and personal digital assistants.

  The Company's revenues are derived from fees for services generated on a
project-by-project basis. In general, clients are charged for the time,
materials and expenses incurred on a particular project; however, a portion of
the Company's revenues is derived from fixed-fee contracts. Historically, the
Company has not operated on a retainer basis; however, in the first quarter of
1999, the Company entered into a retainer-based arrangement with one of its
clients.

  The Company recognizes revenues for time and materials-based, fixed-fee and
retainer-based arrangements on the percentage-of-completion method of accounting
based on the ratio of costs incurred to total estimated costs. At the beginning
of each fixed-fee engagement, the Company estimates the total cost of the
project. The Company reassesses its estimated costs for each project on a
quarterly basis, and provisions for estimated losses on unfinished projects are
made over the life of the project in the period in which such losses are
determined.

  The agreements entered into in connection with a project, whether time and
materials or fixed-fee based, are generally terminable by the client upon 30-
days prior written notice. If the client terminates the agreement, it is
required to pay the Company for all time, materials and expenses incurred by the
Company through the effective date of termination. The Company's retainer-based
arrangement ends on December 31, 1999 and the fixed monthly retainer can be
reduced by 10% by the client on 30 days notice. If clients terminate existing
agreements or if the Company is unable to enter into new engagements, the
Company's business, financial condition and results of operations could be
materially and adversely affected.

  In addition, because a proportion of the Company's expenses are relatively
fixed, a variation in the number of client engagements can cause significant
variations in operating results from quarter to quarter.

  The Company's projects vary in size and scope; therefore, a client that
accounts for a significant portion of the Company's revenues in one period may
not generate a similar amount of revenue in subsequent periods.

  For the three months and six months ended June 30, 1999, one client accounted
for approximately 11.1% and 10.4% of the Company's revenues, respectively. No
other clients accounted for more than 10% of the Company's revenues for the same
periods.  For the three months and six months ended June 30, 1998, one client
accounted for 40.4% and 32.3% of the Company's actual revenues, respectively,
and another client accounted for 13.0% and 14.5% of the Company's actual
revenues, respectively.  No other clients accounted for more than 10% of the
Company's revenues for the same periods.

  The Company believes that it will continue to derive a significant portion of
its revenues from a limited number of larger clients. 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 effect on
its business, financial condition and results of operations.

                                       7
<PAGE>

Operating and other expenses

  The Company's direct salaries and costs are comprised primarily of salaries,
employee benefits and incentive compensation of billable employees and a
proportionate share of all other operating expenses based on the ratio of
billable to total employees.

  The Company's sales and marketing expenses are comprised of the salaries of
employees who engage in sales and marketing activities and the costs of those
activities.

  The Company's general and administrative expenses are comprised of the
salaries, employee benefits and incentive compensation of non-billable employees
and a proportionate share of all other operating expenses based on the ratio of
non-billable to total employees.

  The Company's amortization of intangibles primarily is comprised of the
amortization of intangibles in relation to the Spray Acquisition.

Seasonality

  In general, the laws of the European countries in which the Company 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.

                                       8
<PAGE>

Results of operations

  The following table sets forth certain consolidated statement of operations
data of the Company both in actual dollars and as a percentage of revenues for
the period indicated:

<TABLE>
<CAPTION>
                                                  Three Months Ended June 30,                 Six Months Ended June 30,
                                        --------------------------------------------  ----------------------------------------
                                                1998                    1999                  1998                 1999
                                        -------------------     --------------------  --------------------   -----------------
                                                        (unaudited)                                   (unaudited)
                                                   (dollars in millions)                         (dollars in millions)
                                                    Percent                Percent               Percent               Percent
                                                       of                     of                    of                   of
                                          Amount    revenues    Amount     revenues    Amount    revenues    Amount   revenues
                                        -------------------     --------------------  --------------------   -----------------
<S>                                       <C>      <C>          <C>      <C>          <C>      <C>           <C>       <C>
Revenues..............................    $ 3.03      100.0%    $15.06      100.0%     $5.15      100.0%     $27.41      100.0%
Direct salaries and costs.............      1.60       52.8       7.71       51.2       3.01       58.4       14.20       51.8
                                        -------------------     --------------------  -----------------      -----------------
Gross profit..........................      1.43       47.2       7.35       48.8       2.14       41.6       13.21       48.2
Sales and marketing...................       .06        1.9        .64        4.3        .09        1.8        1.12        4.1
General and administrative............       .69       22.9       4.48       29.7       1.20       23.4        7.65       27.9
Amortization of goodwill..............       .02         .6        .84        5.6        .03        0.5        1.63        5.9
Non-cash compensation expense.........      1.66       54.7        .03        0.2       1.70       33.0         .05        0.2
                                        -------------------     --------------------  -----------------      -----------------
Income (loss) from operations.........     (1.00)     (32.9)      1.36        9.0       (.88)     (17.2)       2.76       10.1
Interest expense, net.................       .06        2.0       (.60)      (4.0)       .11        2.0        (.59)      (2.1)
Minority Interest.....................         -          -          -          -          -          -        (.02)      (0.1)
                                        -------------------     --------------------  -----------------      -----------------
Income (loss) before income taxes.....     (1.06)     (34.9)      1.96       13.0       (.99)     (19.2)       3.37       12.3
Provision (benefit) for income taxes..      (.63)     (20.7)      1.32        8.8       (.59)     (11.4)       2.21        8.1
                                        -------------------     --------------------  -----------------      -----------------
Net income (loss).....................      (.43)     (14.2%)   $  .64        4.2 %     (.40)      (7.8%)    $ 1.16        4.2 %
                                        ====================== =====================  ====================== =================
</TABLE>

Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998

Revenues

  The Company's revenues increased $12.0 million, or 396.7%, to $15.1 million
for the three months ended June 30, 1999 from $3.0 million for the three months
ended June 30, 1998.  This increase in revenue was primarily due to (1) the
growth of the Company's eight offices as a result of the increase in the number,
complexity and the length of the projects completed, an increase in the billing
rates of the Company's employees and the amount spent per project by clients and
(2) revenues related to the acquisition of Spray and two other acquisitions that
were completed after the second quarter of 1998.

Direct salaries and costs

  The Company's direct salaries and costs increased $6.1 million, or 382.4%, to
$7.7 million for the three months ended June 30, 1999 from $1.6 million for the
three months ended June 30, 1998.  As a percentage of revenues, direct salaries
and costs decreased to 51.2% for the three months ended June 30, 1999 from 52.8%
for the three months ended June 30, 1998.  The increase in direct salaries and
costs in absolute dollar terms was a result of the increase in the number of
billable employees.

Sales and marketing

  The Company's sales and marketing costs increased $0.6 million, or 993.2%, to
$0.6 million for the three months ended June 30, 1999 from $59,000 for the three
months ended June 30, 1998.  As a percentage of revenues, sales and marketing
expenses increased to 4.3% for the three months ended June 30, 1999 from 1.9%
for the three months ended June 30, 1998.  The increase in sales and marketing
costs in absolute dollar terms and as a percentage of revenues was primarily due
to an increase in the number of solutions managers who spend a portion of their
time on sales and marketing activities and an increase in spending on
promotional activities.

General and administrative

  The Company's general and administrative expenses increased $3.8 million, or
545.9%, to $4.5 million for the three months ended June 30, 1999 from $0.7
million for the three months ended June 30, 1998.  As a percentage of revenues,
general and administrative expenses increased to 29.7% for the three months
ended June 30, 1999 from 22.9% for the three months ended June 30, 1998.  The
increase in general and administrative expenses in absolute

                                       9
<PAGE>

dollar terms was a result of the increase in the number of non-billable
employees and an increase in other types of general and administrative expenses,
such as salaries, rent expense, equipment rental and depreciation.

Amortization of intangibles

  Amortization of intangibles for the Company was approximately $0.8 million for
the three months ended June 30, 1999 compared to $19,000 for the three months
ended June 30, 1998.  This increase was due to the amortization of intangibles
resulting from the three acquisition that were completed after the second
quarter of 1998.  $0.7 million of amortization was attributable to the
acquisition of Spray that was completed in January 1999.

Non-cash compensation expense

  Non-cash compensation expense decreased to $27,000 for the three months ended
June 30, 1999 compared to $1.7 million for the three months ended June 30, 1998.
The expense for the three months ended June 30, 1998 was largely attributable to
the granting of 500,000 share options, which automatically vested, at an
exercise price which was deemed to be lower than the fair market value to a
former shareholder of Avalanche Systems, Inc. in connection with the acquisition
of substantially all of the assets of Avalanche Systems, Inc.

Income Taxes

The Company had income taxes of $1.3 million on pre-tax profits of $2.0 million
for the three months ended June 30, 1999.  During the three months ended June
30, 1998, the Company had a benefit for income taxes of $0.6 million on pre-tax
losses of $1.0 million.  The effective income tax rate was 67.5% and 59.4% for
the three months ended June 30, 1999 and June 30, 1998, respectively.  The
differences in the effective tax rate for the three months ended June 30, 1999
and June 30, 1998 from the federal and state statutory rates was primarily the
result of non-tax deductible expenses, including (1) amortization of intangibles
of $0.8 million and $19,000, respectively, and (2) non-cash compensation expense
of  $27,000 and $1.7 million respectively.

Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998

Revenues

  The Company's revenues increased $22.3 million, or 432.2%, to $27.4 million
for the six months ended June 30, 1999 from $5.1million for the six months ended
June 30, 1998.  This increase in revenue was primarily due to (1) the growth of
the Company's eight offices as a result of the increase in the number,
complexity and the length of the projects completed, an increase in the billing
rates of the Company's employees and the amount spent per project by clients and
(2) revenues related to the acquisition of Spray and two other acquisitions that
were completed after the second quarter of 1998.

Direct salaries and costs

  The Company's direct salaries and costs increased $11.2 million, or 372.4%, to
$14.2 million for the six months ended June 30, 1999 from $3.0 million for the
six months ended June 30, 1998.  As a percentage of revenues, direct salaries
and costs decreased to 51.8% for the six months ended June 30, 1999 from 58.4%
for the six months ended June 30, 1998.  The increase in direct salaries and
costs in absolute dollar terms was a result of the increase in the number of
billable employees.

Sales and marketing

  The Company's sales and marketing costs increased $1.0 million, or 1085.1%, to
$1.1 million for the six months ended June 30, 1999 from $94,000 for the six
months ended June 30, 1998.  As a percentage of revenues, sales and marketing
expenses increased to 4.1% for the six months ended June 30, 1999 from 1.8% for
the six months ended June 30, 1998.  The increase in sales and marketing costs
in absolute dollar terms and as a percentage of revenues was primarily due to an
increase in the number of solutions managers who spend a portion of their time
on sales and marketing activities and an increase in spending on promotional
activities.

General and administrative

  The Company's general and administrative expenses increased $6.5 million, or
533.8%, to $7.7 million for the six months ended June 30, 1999 from $1.2 million
for the six months ended June 30, 1998.  As a percentage of revenues, general
and administrative expenses increased to 27.9% for the six months ended June 30,
1999 from 23.4% for the six months ended June 30, 1998.  The increase in general
and administrative expenses in absolute

                                      10
<PAGE>

dollar terms was a result of the increase in the number of non-billable
employees and an increase in other types of general and administrative expenses,
such as salaries, rent expense, equipment rental and depreciation.

Amortization of intangibles

  Amortization of intangibles for the Company was approximately $1.6 million for
the six months ended June 30, 1999 compared to $27,000 for the six months ended
June 30, 1998.  This increase was due to the amortization of intangibles
resulting from the three acquisitions that were completed after the second
quarter of 1998.  $1.5 million of amortization was attributable to the
acquisition of Spray that was completed in January 1999.

Non-cash compensation expense

  Non-cash compensation expense decreased to $54,000 for the six months ended
June 30, 1999 compared to $1.7 million for the six months ended June 30, 1998.
The expense for the six months ended June 30, 1998 was largely attributable to
the granting of 500,000 share options, which automatically vested, at an
exercise price which was deemed to be lower than the fair market value to a
former shareholder of Avalanche Systems, Inc. in connections with the
acquisition of substantially all of the assets of Avalanche Systems, Inc.

Income Taxes

The Company had income taxes of $2.2 million on pre-tax profits of $3.4 million
for the six months ended June 30, 1999.  During the six months ended June 30,
1998, the Company had a benefit for income taxes of $0.6 million on pre-tax
losses of $1.0 million.  The effective income tax rate was 65.6% and 59.3% for
the six months ended June 30, 1999 and June 30, 1998, respectively.  The
differences in the effective tax rate for the six months ended June 30, 1999 and
June 30, 1998 from the federal and state statutory rates was primarily the
result of non-tax deductible expenses, including (1) amortization of intangibles
of $1.6 million and $27,000, respectively, and (2) non-cash compensation expense
of  $54,000 and $1.7 million respectively.

Liquidity and Capital Resources

  Historically, the Company relied on borrowings under lines of credit provided
by Omnicom to finance its working capital requirements and capital expenditures.
The Company received $15.8 million in February 1999 when Communicade exercised
its option to purchase 1,976,810 shares of Common Stock, which represented 10%
of the Company's Common Stock on a fully diluted basis at the time the option
was exercised. The Company used a portion of the proceeds from the exercise of
this option by Communicade to repay the outstanding amount due to Omnicom under
the working capital line of credit. Following the completion of the Offering in
April 1999 the Company received net proceeds of $48.3 million and an additional
payment of $9.9 million from Communicade in connection with the exercise of the
10% option. In April 1999, the Company used a portion of the proceeds of the
Offering to repay all of the outstanding amounts due to Omnicom under the
acquisition lines of credit provided by Omnicom.

  The Company believes that its market risk exposures are immaterial as the
Company does not have instruments for trading purposes and reasonably possible
near-term changes in market rates or prices will not result in material near-
term losses in earnings, material changes in fair values or cash flows for all
other instruments.

  The Company's net cash provided by operating activities was $0.4 million for
the six months ended June 30, 1999 compared to net cash provided by operating
activities of $0.2 million for the six months ended June 30, 1998.

  The Company's net cash used in investing activities was $6.9 million for the
six months ended June 30, 1999 compared to $3.7 million for the six months ended
June 30, 1998.

  The Company's net cash provided by financing activities was $69.5 million for
the six months ended June 30, 1999 compared to $2.7 million for the six months
ended June 30, 1998.

                                      11
<PAGE>

Year 2000 Compliance

  The Year 2000 problem is the potential for system and processing failures of
date-related data arising from the use of two digits by computer-controlled
systems, rather than four digits, to define the applicable year. For example,
computer programs that contain time-sensitive software may recognize a date
using two digits of "00" as the year 1900 rather than the year 2000. This could
result in system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices or engage in similar ordinary business activities. The Year 2000
problem is not limited to information technology systems but may also impact
embedded systems, such as those that control elevators, alarm systems and many
other devices.

  The Company believes that its internal software and hardware systems will
function properly with respect to dates in the year 2000 and thereafter.
Nonetheless, there can be no assurance in this regard until such systems are
operational in the year 2000. In the judgement of management, the Company's
exposure is minimal, the cost of recovery will be insignificant, and its
business will not be adversely impacted.

  The Company has examined all of its internal systems that constitute core
components of its operations, including both computer systems and elements of
the office environment. The Company has also conducted a complete inventory of
the hardware and software in use by the Company in order to verify the state of
Year 2000 compliance of all assets necessary to maintain the operations of the
Company during the potential disaster scenarios that the Company has identified.

  In connection with its Year 2000 compliance efforts, the Company will continue
to purchase and upgrade all desktop and server hardware and software according
to the capital budget in place for 1999. One full-time information services
specialist is dedicated to the completion of the full hardware and software
inventory and the installation of all application software. The Company's
planned upgrades to its telephone system and alarm system necessary to support
the Company's growth will also result in Year 2000 compliance. In the judgement
of management, the cost of compliance could range from $0.1 million to $0.3
million.

  The Company has also examined Year 2000 issues as they relate to each third
party with which it has a material relationship, such as its payroll provider
and the supplier of the software used by the accounting department. The
Company's investigation into the capabilities of its vendors continues, and the
Company has received statements from approximately 90% of them regarding their
Year 2000 compliance. The company expects to receive additional statements of
compliance from certain of its vendors. In the judgement of management,
internally used third-party tools, such as operating systems, databases and
other design and development applications, are 90% Year 2000 compliant and will
be fully compliant by September 30, 1999. Management believes that any failure
of these systems would have negligible impact on the Company's operations and
would be resolved as expediently as possible.

  The Company has verified that its internally developed solutions are Year 2000
compliant. Although as a general matter the Company does not specifically
warrant to clients that its work will be Year 2000 compliant, certain clients
have requested and received such warranties. In such cases, the Company does not
warrant the compliance of third-party software; rather, the Company warrants
only that software created by the Company will be Year 2000 compliant. However,
even absent a specific Year 2000 warranty, there is a risk that clients for whom
the Company has created or implemented software will attempt to hold the Company
liable for any damages that result in connection with Year 2000 problems.

  The Company has also prepared a contingency plan, which includes the
availability of Year 2000 compliant software on its servers and the availability
of a full complement of trained information services support staff to deal with
unforeseen desktop failures. The Company has redundant servers for a variety of
its operating systems to ensure the Company's ability to reconstruct its failed
systems quickly. Secondary DMS serves throughout the Company will maintain the
Company's vital Internet connections.

  As part of the analysis of the Year 2000 problem, the Company has analyzed the
impact of the "worst case scenario" on its business. The "worst case scenario"
would occur if the statements and warranties of the Company's vendors concerning
their Year 2000 compliance and upgrade programs were entirely false, its current
upgrades were unsuccessful and its contingency plan failed, resulting in a
critical systems failure throughout the Company. Although management does not
believe that this worst case scenario is likely to occur, if it does occur,
management estimates that it would cost approximately $7.0 million to replace
every single system and keep them operational for one month.

The worst case scenario would include replacing or rebuilding:

  .  all servers and the related operating systems;

  .  every date-aware function on the network systems;

  .  all workstation hardware;

                                      12
<PAGE>

  .  all application software programs;

  .  the financial systems;

  .  nonfunctioning telecommunications systems;

  .  climate control systems; and

  .  every office appliance such as copiers and fax machines.


PART II. OTHER INFORMATION

Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

  On April 26, 1999, the Securities and Exchange Commission declared the
Company's Registration Statement on Form S-1 (File No. 333-71043) effective. On
April 30, 1999, the Company closed its Offering of an aggregate of 3,450,000
shares of the Company's Common Stock at an offering price of $16.00 per share.
The managing underwriters for the offering were Credit Suisse First Boston,
BancBoston Robertson Stephens, BT Alex. Brown and Lehman Brothers. Net proceeds
to the Company, after deducting underwriting discounts and commissions of
$3,864,000 and offering expenses of $3,014,114 were $48,321,886. None of the
expenses incurred in the offering were direct or indirect payments to directors,
officers, or general partners of the issuer or their associates, to
personsowning ten percent or more of any class of equity securities of the
issuer or to affiliates of the issuer. The Company used a portion of the net
proceeds from the Offering to repay all outstanding amounts owed by Razorfish to
Omnicom under the acquisition line of credit provided by Omnicom. The Company
has invested the remainder of the net proceeds in short-term, interest bearing,
investment grade obligations pending their use for the other purposes.


Item 6.        EXHIBITS AND REPORTS ON FORM 8-K

  (a)      Exhibits

  Exhibits 3.1 through 10.39 are incorporated herein by reference to the exhibit
with the corresponding number filed as part of the Company's Registration
Statement on Form S-1 filed on January 22, 1999, and all amendments thereto
(File No. 333-71043).

Exhibit
Number   Description
------   -----------
3.1      Certificate of Incorporation of the Company, as amended.
3.2      By-laws of the Company.
4.1      Stockholders Agreement, dated as of October 1, 1998, among the
         Company, Spray Ventures, Communicade, Jeffrey A. Dachis and Craig
         M. Kanarick.
4.2      Amendment to Stockholders Agreement, dated February 3, 1999,
         among the Company, Spray Ventures AB, Communicade, Jeffrey A.
         Dachis and Craig M. Kanarick.
4.3      Registration Rights Agreement, dated March 30, 1999, between the
         Company and Communicade Inc.
4.4      Specimen Common Stock Certificate of the Company.
10.1     The Amended and Restated 1997 Stock Option and Incentive Plan
10.2     1999 Stock Incentive Plan.
10.3     Employment Agreement, dated September 18, 1996, between the
         Company and Jeffrey A. Dachis.
10.4     Non-competition Agreement, dated September 18, 1996, between the
         Company and Jeffrey A. Dachis.
10.5     Employment Agreement, dated September 18, 1996, between the
         Company and Craig M. Kanarick.

                                      13
<PAGE>

10.6     Non-competition Agreement, dated September 18, 1996, between the
         Company and Craig M. Kanarick.
10.7     Employment Agreement, dated April 30, 1998, between the Company
         and Peter Seidler.
10.8     Amendment to Employment Agreement, dated November 26, 1998,
         between the Company and Peter Seidler.
10.9     Employment Agreement, dated June 19, 1997, between the Company
         and Jean-Philippe Maheu.
10.10    Employment Agreement, dated June 1, 1997, between the Company
         and Evan Orensten.
10.11    Employment Agreement, dated as of October 1, 1998, between the
         Company and Per Bystedt.
10.12    Employment Agreement, dated as of October 1, 1998, between the
         Company and Jonas Svensson.
10.13    Employment Agreement, dated as of October 1, 1998, between the
         Company and Johan Ihrfelt.
10.14    Lease Agreement, dated October 28, 1996, between the Company and
         Man Yun Real Estate Corporation.
10.15    Lease Agreement, dated April 30, 1997, between the Company and
         Man Yun Real Estate Corporation.
10.16    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.
10.17    Lease Agreement, dated March 10, 1998, between J&R Bechelli and
         Alpha Online, Inc., as amended by letter dated February 9, 1999.
10.18    Lease Agreement No. 731 100, dated April 12, 1996, between Spray
         (f/k/a Spray Interactive Media Agency AB) and Bojner Restate AB
         ("Bojner") and the English translation thereof.
10.19    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.
10.20    Lease Contract No. 01009 001 023 ("Trygg-Hansa Lease"), dated
         April 30, 1998, between Spray and Trygg-Hansa ("Trygg-Hansa") and
         the English translation thereof.
10.21    Supplement No. 1, dated April 30, 1998, to Trygg-Hansa Lease and
         the English translation thereof.
10.22    Supplement No. 2, dated August 18, 1998, to Trygg-Hansa Lease and
         the English translation thereof.
10.23    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.
10.24    Personal Guarantee for Premises, dated April 29, 1998, made by
         Johan Ihrfelt and Jonas Svensson in favor of Trygg-Hansa with
         respect to Trygg-Hansa Lease and the English translation thereof.
10.25    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.
10.26    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.
10.27    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.
10.28    Lease Contract, dated June 17, 1998, between Spray
         Geelmuyden.Kiese A.S. and Kongensgate 2 ANS and the English
         translation thereof.
10.29    Subscription and Exchange Agreement, dated as of October 1, 1998,
         among the Company, Spray Ventures AB and Communicade.
10.30    First Amendment to the Subscription and Exchange Agreement, dated
         November 25, 1998, among the Company, Spray Ventures AB, Spray
         and Communicade.

                                      14
<PAGE>

10.31    Second Amendment to the Subscription and Exchange Agreement,
         dated December 10, 1998, among the Company, Spray Ventures AB,
         Spray and Communicade.
10.32    Stock Purchase Agreement, dated October 1, 1998, among
         Communicade, Jeffrey A. Dachis and Craig M. Kanarick.
10.33    Stock Purchase Agreement, dated October 23, 1998, between
         Communicade and Spray Ventures AB.
10.34    Amendment to Stock Purchase Agreement, dated December 10, 1998,
         between Communicade and Spray Ventures AB.
10.35    Loan Agreement, dated September 18, 1996, between the Company and
         Omnicom Finance Inc.
10.36    Contractor Agreement, dated December 19, 1997, between the
         Company and Charles Schwab & Co., Inc.
10.37    Letter Agreement, dated August 8, 1997, between the Company and
         Road Runner Group
10.38    Agreement, dated November 6, 1997, between the Company and AT&T
         Corp.
10.39    Agreement, dated May 12, 1997, between the Company and CBS.
27.1     Financial Data Schedule.


  (b)  Reports on Form 8-K

  No reports on Form 8-K have been filed by the Company during the last quarter
of the period covered by this report.



                                  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 August 16, 1999.


                                        RAZORFISH, INC.


                                        By: /s/ Jeffrey A. Dachis
                                           -------------------------------------
                                        Jeffrey A. Dachis
                                        President and Chief Executive Officer



                                        By: /s/ Susan Black
                                            -----------------------------------
                                        Susan Black
                                        Chief Financial Officer
                                        (Principal Financial and Accounting
                                        Officer)

                                      15