<PAGE>


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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                  FORM 10-Q/A

                                Amendment No. 1

(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, 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 August 9, 2001 was 101,877,716.


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

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

<PAGE>

                                RAZORFISH, INC.

                        QUARTERLY REPORT ON FORM 10-Q/A

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           Page
<C>      <S>                                                               <C>
PART I   FINANCIAL INFORMATION

Item 1.  Unaudited Consolidated Financial Statements......................   3

         Consolidated Balance Sheets as of December 31, 2000 (audited) and
         June 30, 2001....................................................   3

         Consolidated Statements of Operations for the Three and Six Month
         Periods Ended June 30, 2000 and 2001.............................   4

         Consolidated Statements of Cash Flows for the Six Months Ended
         June 30, 2000 and 2001...........................................   5

         Notes to Consolidated Financial Statements.......................   6

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations............................................   9

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings................................................  17

Item 5.  Other Events.....................................................  18

Item 6.  Exhibits and Reports on Form 8-K.................................  27

Signatures

Exhibit Index
</TABLE>

                                      2

<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,  June 30,
                                                                                         2000        2001
                                       ASSETS                                        ------------ -----------
                                                                                                  (unaudited)
<S>                                                                                  <C>          <C>
CURRENT ASSETS:
 Cash and cash equivalents..........................................................  $  51,483    $  15,125
 Accounts receivable, net of allowance for doubtful accounts of $4,954 and $3,670 at
   December 31, 2000 and June 30, 2001, respectively................................     37,499       19,545
 Unbilled revenues..................................................................      7,713        3,795
 Prepaid expenses and other current assets..........................................      5,560        5,774
                                                                                      ---------    ---------
   Total current assets.............................................................    102,255       44,239
Property And Equipment, net of accumulated depreciation of $14,919 and..............
$3,555 at December 31, 2000 and June 30, 2001, respectively.........................     30,901        8,455
Intangibles, net of accumulated amortization of $2,682 and $0 at....................
December 31, 2000 and June 30, 2001, respectively...................................     58,926           --
Loan To Affiliate...................................................................      3,872           --
Other Assets........................................................................      9,001        5,795
                                                                                      ---------    ---------
   Total assets.....................................................................  $ 204,955    $  58,489
                                                                                      =========    =========
                        LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
 Accounts payable and accrued expenses..............................................  $  27,621    $  30,016
 Income taxes payable...............................................................      1,815           --
 Deferred revenues..................................................................      1,928        1,983
 Other current liabilities..........................................................      2,407          831
                                                                                      ---------    ---------
   Total current liabilities........................................................     33,771       32,830
Long-term Obligations...............................................................        986       18,571
Minority Interest...................................................................      1,047          753
                                                                                      ---------    ---------
   Total liabilities................................................................     35,804       52,154
                                                                                      ---------    ---------

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; 97,857,071 and
       100,003,139 issued at December 31, 2000 and June 30, 2001, respectively......        979        1,000
     Class B, $.01 par value; 50 shares authorized, issued, and outstanding at
       December 31, 2000 and June 30, 2001..........................................         --           --
 Receivable from stockholder........................................................       (533)          --
 Additional paid-in capital.........................................................    320,358      322,770
 Deferred compensation..............................................................         --         (655)
 Accumulated other comprehensive income.............................................       (498)      (3,615)
 Retained earnings (deficit)........................................................   (150,567)    (312,577)
 Treasury stock at cost; 73,584 shares at December 31, 2000 and June 30, 2001.......       (588)        (588)
                                                                                      ---------    ---------
   Total stockholders' equity.......................................................    169,151        6,335
                                                                                      ---------    ---------
   Total liabilities and stockholders' equity.......................................  $ 204,955    $  58,489
                                                                                      =========    =========
</TABLE>

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

                                      3

<PAGE>

                       RAZORFISH, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                             Three Months Ended  Six Months Ended
                                                                  June 30,           June 30,
                                                             -----------------  ------------------
                                                              2000     2001       2000     2001
                                                             ------- ---------  -------- ---------
<S>                                                          <C>     <C>        <C>      <C>
Revenues.................................................... $76,560 $  28,712  $140,676 $  71,372
Project personnel costs.....................................  36,391    18,562    66,254    47,419
                                                             ------- ---------  -------- ---------
   Gross profit.............................................  40,169    10,150    74,422    23,953
Sales and marketing.........................................   4,871     1,777     8,951     6,429
General and administrative (exclusive of non-cash
  compensation expense of $260, for the three and six months
  ended June 30, 2001)......................................  23,690    14,826    44,071    35,334
Provision for doubtful accounts.............................     668        --       668        --
Non-cash compensation expense...............................      --       260        --       260
Restructuring Costs.........................................      --    70,040        --    82,817
Impairment Loss.............................................      --    60,116        --    60,116
Amortization of Intangibles.................................   2,166       822     4,152     1,759
                                                             ------- ---------  -------- ---------
Income/(loss) from operations...............................   8,774  (137,691)   16,580  (162,762)
Other income, net...........................................   1,230       365     2,236       678
                                                             ------- ---------  -------- ---------
   Income/(loss) before income taxes........................  10,004  (137,326)   18,816  (162,084)
Provision for/(benefit from) income taxes...................   4,869      (214)    9,188       (74)
                                                             ------- ---------  -------- ---------
   Net income/(loss)........................................ $ 5,135 $(137,112) $  9,628 $(162,010)
                                                             ======= =========  ======== =========
Earnings per share:
   Basic.................................................... $   .06 $   (1.40) $    .11 $   (1.65)
                                                             ======= =========  ======== =========
   Diluted.................................................. $   .05 $   (1.40) $    .10 $   (1.65)
                                                             ======= =========  ======== =========
Weighted average common shares outstanding:
   Basic....................................................  91,483    98,158    90,687    98,033
   Diluted..................................................  96,508    98,158    97,585    98,033
</TABLE>

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

                                      4

<PAGE>

                       RAZORFISH, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (in thousands)

<TABLE>
<CAPTION>
                                                                                                  Six Months Ended
                                                                                                      June 30,
                                                                                               ---------------------
                                                                                                  2000       2001
                                                                                               ----------- ---------
                                                                                               (unaudited)
<S>                                                                                            <C>         <C>
Cash Flows from Operating Activities:
Net income (loss).............................................................................  $  9,628   $(162,010)
Adjustments to reconcile net income to net cash used in by operating activities--
  Provision for doubtful accounts.............................................................       668          --
  Depreciation and amortization...............................................................     7,711       4,323
  Minority interest...........................................................................     1,431        (294)
  Non-cash compensation expense...............................................................        --         260
  Tax benefit due to stock option exercise....................................................     4,915          --
  Increase in deferred tax assets.............................................................       926          --
  Impairment Loss.............................................................................        --      60,116
  Non-cash restructuring costs................................................................        --      57,457
  Changes in operating assets and liabilities, net of acquisitions:
   Accounts receivable........................................................................   (16,886)     15,350
   Unbilled revenues..........................................................................    (5,944)      2,766
   Prepaid expenses and other current assets..................................................    (5,370)     (1,009)
   Due from affiliate.........................................................................      (159)         --
   Other assets...............................................................................     2,715          58
   Accounts payable and accrued expenses......................................................      (175)     (6,617)
   Deferred revenues..........................................................................     1,223          55
   Deferred tax liabilities...................................................................     2,037          --
   Increase in other liabilities..............................................................                   329
   Income taxes payable.......................................................................    (8,745)     (1,815)
   Deferred rent..............................................................................      (363)         --
   Due to related party.......................................................................       (97)         --
                                                                                                --------   ---------
    Net cash used in operating activities.....................................................    (6,485)    (31,031)
                                                                                                --------   ---------
Cash Flows from Investing Activities:
  Capital expenditures........................................................................    (7,458)     (2,575)
   Earn out payments associated with acquisitions.............................................    (1,000)         --
                                                                                                --------   ---------
    Net cash used in investing activities.....................................................    (8,458)     (2,575)
                                                                                                --------   ---------
Cash Flows from Financing Activities:
  Deferred registration costs.................................................................       (76)         --
  Payments under capital lease obligation.....................................................      (181)         --
  Repayment of stockholder's loan.............................................................        --         681
   Payments of long term obligations..........................................................                  (726)
   Proceeds from exercise of stock options....................................................     5,421         410
                                                                                                --------   ---------
    Net cash provided by financing activities.................................................     5,164         365
                                                                                                --------   ---------
Effect of Exchange Rate Changes on Cash and Cash Equivalents..................................       591      (3,117)
                                                                                                --------   ---------
    Net decrease in cash and cash equivalents.................................................    (9,188)    (36,358)
                                                                                                --------   ---------
Cash and Cash Equivalents, Beginning of Period................................................    98,798      51,483
                                                                                                --------   ---------
Cash and Cash Equivalents, End of Period......................................................  $ 89,610   $  15,125
                                                                                                ========   =========
Supplemental Disclosures of Non-Cash Investing Activities
  Fair market value of common stock issued for earn out payments associated with acquisitions.  $ 76,683   $
  Fair market value of common stock issued for acquisitions...................................  $ 21,907          --
</TABLE>

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

                                      5

<PAGE>

                       RAZORFISH, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (in thousands)

                                    PART I

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

   Razorfish's services employ digital technology to address a wide range of
its clients needs, from business and brand strategy to system integrations.
From its founding in 1995 to the present, Razorfish has provided its clients
with services designed to enhance communications and commerce with their
customers, suppliers, employees and other parties through the use of digital
technology. Razorfish currently has offices in seven countries and the cities
of Amsterdam, Boston, Frankfurt, Hamburg, Los Angeles, London, 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 and six months
ended June 30, 2000 and 2001 are not necessarily indicative of the results to
be expected for any other interim period or any future fiscal year.

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. IMPAIRMENT LOSS

   During the second quarter of 2001, the Company conducted a strategic review
of certain assets because its revenue declined significantly during this
period. The strategic review triggered an impairment of long-lived assets of
$60.1 million comprised of intangible assets of $57.1 million and investments
of $3.0 million. The Company calculated the present value of expected cash
flows of certain business units to determine the fair value of those assets.
Accordingly, in the second quarter of 2001, the Company recorded a non-cash
impairment loss and wrote down intangible assets from the following
acquisitions; Plastic ($22.7million), Qb International ($18.2 million),
Medialab ($8.7 million), Limage ($4.5 million) and other acquisitions ($3.0
million).

4. RESTRUCTURING COSTS

   During the second quarter 2001, the Company recorded restructuring costs of
approximately $70.0 million consisting of $14.6 million for workforce
reductions, $34.1 million for consolidation of facilities and $21.3 for other
depreciable assets. The Company took significant actions to reduce its
operating cost structure and to better align that cost structure with the
expected demand for its services. The restructuring plan resulted in the

                                      6

<PAGE>

termination of approximately 600 personnel (420 of whom were project personnel
and 180 of whom were sales, marketing, general and administrative personnel)
and the elimination of the Helsinki, Finland and Milan, Italy offices. The
estimated costs for consolidation of facilities is comprised of contractual
rental commitments under real estate leases and equipment leases for unutilized
office space and equipment offset by estimated future sub-lease income.
Included within the workforce portion of restructuring costs is a charge of
$3.9 million related to the write-off of the loan to affiliate. This loan was
personally guaranteed by the company's two founders and as a part of their
separation agreements, dated May 3, 2001, the personal guarantee was released
as a part of the consideration for the waiver of certain termination benefits
under each founder's employment contract.

   Restructuring costs as of June 30, 2001 were as follows (in millions):

<TABLE>
<CAPTION>
                                                                          Utilization
                                                      Balance of         -------------- Balance at
                                                       3/31/01   Expense Non-Cash Cash   6/30/01
                                                      ---------- ------- -------- ----- ----------
<S>                                                   <C>        <C>     <C>      <C>   <C>
Workforce............................................    $2.4     $14.6   $ 4.7   $11.9   $ 0.4
Facilities...........................................     1.5      34.1     8.4     3.7    23.5
Depreciable assets...................................      --      21.3    21.3      --     0.0
                                                         ----     -----   -----   -----   -----
   Total.............................................    $3.9     $70.0   $34.4   $15.6   $23.9
                                                         ====     =====   =====   =====   =====
Current portion (included in accrued expenses).......                                       7.5
                                                                                          -----
Long-term portion (included in long-term obligations)                                     $16.4
                                                                                          =====
</TABLE>

5. EARNINGS PER SHARE

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

<TABLE>
<CAPTION>
                                                        Three Months Ended Six Months Ended
                                                             June 30,          June 30,
                                                        ------------------ ----------------
                                                          2000      2001     2000    2001
                                                        --------  -------  -------  -------
                                                           (unaudited)       (unaudited)
<S>                                                     <C>       <C>      <C>      <C>
Diluted EPS Computation
   Basic common shares outstanding.....................   91,483   98,158   90,687   98,033
   Effect of common stock options......................    5,025       --    6,898       --
                                                        --------  -------  -------  -------
       Diluted common and common equivalent shares.....   96,508   98,158   97,585   98,033
                                                        --------  -------  -------  -------
</TABLE>

1,082,810 and 1,426,086 options were in the money and exercisable, for the
three month period ended June 30, 2001 and the six month period ended June 30,
2001, respectively, but their effect would have been anti-dilutive and as such,
they have been excluded from the calculation of earnings per share.

6. COMPREHENSIVE INCOME

   The components of comprehensive income are as follows:

<TABLE>
<CAPTION>
                                        Three Months Ended  Six Months Ended
                                             June 30,           June 30,
                                        -----------------  -----------------
                                         2000     2001      2000     2001
                                        ------  ---------  ------- ---------
<S>                                     <C>     <C>        <C>     <C>
Net income (loss)...................... $5,135  $(137,112) $ 9,628 $(162,010)
Foreign currency translation adjustment    449       (122)     591    (3,117)
                                        ------  ---------  ------- ---------
   Comprehensive income (loss)......... $5,584  $(137,234) $10,219 $(165,127)
                                        ------  ---------  ------- ---------
</TABLE>

                                      7

<PAGE>

7. LEGAL PROCEEDINGS

   On June 15, 2001, Razorfish and certain of its present and former officers
and directors were named as defendants in a series of purported class actions
filed in the United States District Court for the Southern District of New York
asserting that the underwriters of Razorfish's initial public offering engaged
in allegedly improper compensation arrangements that were not disclosed in the
offering's prospectus. Similar actions have been filed against more than fifty
other issuers and their underwriters. We intend to defend these cases
vigorously, but can not predict the outcome.

   On May 21, 2001, the United States District Court for the Southern District
of New York informed the parties that it intends to dismiss the consolidated
securities class action initially filed on December 13, 2000 against Razorfish
and certain of Razorfish's current and former officers and directors. The
lawsuit alleged violations of securities laws based on alleged false statements
made in Razorfish's public disclosures concerning the integration if I-Cube,
accompany acquired by Razorfish in 1999. The Court informed the parties of its
decision by telephone and indicated that its opinion would be issued at a later
date. Plaintiffs may seek reconsideration of or appeal the decision after the
opinion is issued.

   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, including expenses in the additional amount of
approximately $1.1 million, together with interest and attorney's fees.
Razorfish provided consulting services to EuroTel on the creation of a WEB and
WAP portal. On May 22, 2001, Eurotel commenced a breach of contract action
against Razorfish Oy in the Helsinki District Court. In this action, Eurotel
claims that Razorfish allegedly breached the standard service agreement and
therefore it is not obligated to pay the above fees and expenses and that
Razorfish is obligated to refund to Eurotel all fees and expenses paid by
Eurotel in the aggregate amount of approximately $2.5 million and pay
compensatory damages due to the alleged breach of approximately $1.7 million.
We intend to defend these cases vigorously, but can not predict the outcome.

   On March 17, 2001, a former consultant to Avalanche Solutions, Inc., a
majority-owned subsidiary of Razorfish, commenced legal action against
Razorfish in the Southern District of New York and other defendants alleging
fraud, violation of New York General Business Law Sections 339-a and 532-c, and
violation of Rule 10b-5 promulgated under the Securities Exchange Act of 1934.
On August 6, 2001 the Court granted summary judgment for Razorfish and the
other defendants. Razorfish cannot assure you that the Court's opinion will not
be appealed.

   On March 8, 2001, Shearwater 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 both damages prior to the rent
commencement date and damages provided for in the lease. On April 24, 2001,
Razorfish filed an answer to the complaint, denying its material allegations.
Razorfish simultaneously filed a counterclaim against Shearwater for breach of
lease, breach of implied covenant of good faith and fair dealing, and
declaratory judgment. 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 February 13, 2001, a shareholders' 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

                                      8

<PAGE>

Directors' fiduciary duties of care and loyalty to Razorfish due to the alleged
violations of securities laws based on the alleged failure to properly manage
Razorfish including the failure to prevent the alleged false statements made in
Razorfish's public disclosures concerning the integration of i-Cube. The
plaintiffs in this action are seeking to direct the defendants to account to
Razorfish for damages and establish adequate compliance programs to ensure that
Razorfish complies with its disclosure obligations under federal securities
laws. This action is currently stayed by mutual agreement of the parties
pending the outcome of the class action filed in the Southern District of New
York. Our defense of the claims could result in significant expenses and
diversion of management's attention and other resources. We cannot assure you
that this matter will be resolved in our favor and that the results of this
litigation will not significantly harm our business.

8. RECENT ACCOUNTING PRONOUNCEMENTS

   In July 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, "Business Combinations" ("SFAS 141")
and No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 141
requires all business combinations initiated after June 30, 2001 to be
accounted for using the purchase method. Under SFAS 142, goodwill and
intangible assets with indefinite lives are no longer amortized but are
reviewed annually (or more frequently if impairment indicators arise) for
impairment. Separable intangible assets that are not deemed to have indefinite
lives will continue to be amortized over their useful lives (but with no
maximum life). The amortization provisions of SFAS 142 apply to goodwill and
intangible assets acquired after June 30, 2001. With respect to goodwill and
intangible assets acquired prior to July 1, 2001, the Company is required to
adopt SFAS 142 effective January 1,2002. The Company is currently evaluating
the effect that adoption of the provisions of SFAS 142 will have on its results
of operations and financial position.

   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.

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
SecuritiesLitigation Reform Act of 1995.

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

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

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

  .  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.

                                      9

<PAGE>

   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 the risks that are

  .  unanticipated trends and conditions in our industry;

  .  the risk that we will be unable to manage effectively the restructuring
     plans that we announced in 2000 and 2001;

  .  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 our business employees may be underutilized if clients do
     not retain our service;

  .  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 acquisitions or that we otherwise contract.

   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.

Overview

   Razorfish's services employ digital technology to address a wide range of
its clients needs, from business and brand strategy to system integrations.
From its founding in 1995 to the present, Razorfish has provided its clients
with services designed to enhance communications and commerce with their
customers,suppliers, employees and other parties through the use of digital
technology. Razorfish currently has offices in seven countries and the cities
of Amsterdam, Boston, Frankfurt, Hamburg, Los Angeles, London, Munich, New York
City, Oslo, San Francisco, San Jose, Stockholm, and Tokyo.

   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

                                      10

<PAGE>

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 June
30, 2000 or June 30, 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

   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:

  .  continued deterioration in the demand for business and technology
     services;

  .  general economic conditions;

  .  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.

                                      11

<PAGE>

Results of operations

Three Months Ended June 30, 2001 Compared to the Three Months Ended June 30,
2000 Revenues

   The Company's revenues decreased $47.9 million, or 62.5%, to $28.7 million
for the three months ended June 30, 2001 from $76.6 million for the comparable
period in 2000. This decrease in revenue is primarily due to significant
reduction in demand for services experienced by consultants which provide
similar services to Razorfish. We expect this market to remain volatile and can
give no assurance that the decline in our revenues will not continue in future
periods.

Project personnel costs

   The Company's project personnel costs decreased $17.8 million, or 49.0%, to
$18.6 million for the three months ended June 30, 2001 from $36.4 million forth
comparable period in 2000. The decrease is due to a reduction in workforce from
an average headcount of 1,234 billable employees at March 31, 2001 to an
average headcount of 761 billable employees at June 30, 2001 as a part of
Razorfish's restructuring plan which was implemented due to reduced revenue
levels.

Sales and marketing

   The Company's sales and marketing costs decreased $ 3.1 million, or 63.3%,
to $1.8 million for the three months ended June 30, 2001 from $4.9 million for
the comparable period in 2000. The decrease in sales and marketing costs is due
to the reduction in the sales and marketing workforce as part of Razorfish's
restructuring plan, as well as a reduction in promotional activities.

General and administrative

   The Company's general and administrative expenses decreased $8.8 million, or
37.4%, to $14.8 million for the three months ended June 30, 2001 from $23.7
million for the comparable period in 2000. The decrease in general and
administrative expenses was a result of a reduction in the non-billable
workforce as well as a decrease in the operational expenses related to an
overall workforce reduction including, rent expense, equipment rental, and
depreciation related to the Company's restructuring plan.

Restructuring charge

   During the second quarter 2001, the Company recorded restructuring costs of
approximately $70.0 million consisting of $14.6 million for workforce
reductions, $34.1 million for consolidation of facilities and $21.3 for other
depreciable assets. The Company took significant actions to reduce its
operating cost structure and to better align that cost structure with the
expected demand for its services. The restructuring plan resulted in the
termination of approximately 600 personnel (420 of whom were project personnel
and 180 of whom were sales and marketing and general and administrative
personnel) and the elimination of the Helsinki, Finland and Milan, Italy
offices. The estimated costs for consolidation of facilities is comprised of
contractual rental commitments under real estate leases and equipment leases
for unutilized office space and equipment offset by estimated future sublease
income. Included within the workforce portion of restructuring costs is a
charge of $3.9 million related to the write-off of the loan to affiliate. This
loan was personally guaranteed by the company's two founders and as a part of
their separation agreements, dated May 3, 2001, the personal guarantee was
released as a part of the consideration for the waiver of certain termination
benefits under each founder's employment contract. We realized cost savings
from these actions of approximately $12.0 million for the three months ended
June 30, 2001 and we expect annual cost savings of $70.0 to $75.0 million of
which approximately 60% relates to project personnel costs, 10% to sales and
marketing costs and 30% to general and administrative costs, including
facilities savings. If we believe that our current restructuring efforts are
insufficient to help us achieve profitability, we may have to implement
additional restructuring efforts. The restructuring plan has placed, and may
continue to place, a significant strain on our managerial, operational,
financial and other resources.

                                      12

<PAGE>

Impairment loss

   During the second quarter of 2001, the Company conducted a strategic review
of certain assets because its revenue declined significantly during this
period. The strategic review triggered an impairment of long-lived assets of
$60.1 million comprised of intangible assets of $57.1 million and investments
of $3.0 million. The Company calculated the present value of expected cash
flows of certain business units to determine the fair value of those assets.
Accordingly, in the second quarter of 2001, the Company recorded a non-cash
impairment loss and wrote down intangible assets from the following
acquisitions; Plastic ($22.7 million), Qb International ($18.2 million),
Medialab ($8.7 million), Limage ($4.5 million) and other acquisitions ($3.0
million).

Amortization of intangibles

   Amortization of intangibles for the Company was $0.8 million for the three
months ended June 30, 2001 compared to $2.1 million for the comparable period
in 2000. This decrease was due to the reduction of intangibles resulting from
an impairment charge associated with acquisitions in prior periods, which was
recorded in the fourth quarter of 2000 and the second quarter of 2001.

Income Taxes

   The effective income tax rate was 0% and 49% for the three months ended June
30, 2001 and 2000, respectively. The differences in the effective tax rate
forth periods was due to the net loss Razorfish incurred in the second 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.

Six Months Ended June 30, 2001 Compared to the Six Months Ended June 30, 2000

Revenues

   The Company's revenues decreased $69.4 million, or 49.3%, to $71.3 million
forth six months ended June 30, 2001 from $140.7 million for the comparable
period in 2000. This decrease in revenue is primarily due to the significant
reduction in demand for services experienced by consultants who provide similar
services to Razorfish. We expect this market to remain volatile and can give no
assurance that the decline in our revenues will not continue in future periods.

Project personnel costs

   The Company's project personnel costs decreased $18.8 million, or 28.4%, to
$47.4 million for the six months ended June 30, 2001 from $66.2 million for the
comparable period in 2000. The decrease is due to a reduction in workforce from
an average headcount of 1,552 billable employees at January, 2001 to an average
headcount of 1,027 employees at June 30, 2001 as 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 decreased by $2.6 million, or 28.9%,
to $6.4 million for the six months ended June 30, 2001 from $9.0 million for
the comparable period in 2000. The decrease is due to the reduction in the
sales and marketing workforce as part of Razorfish's ongoing restructuring
plan, as well as a reduction in promotional activities.

                                      13

<PAGE>

General and administrative

   The company's general and administrative expense decreased $9.4 million, or
21.0%, to $35.3 million for the six months ended June 30, 2001 from $44.7
million for the comparable period in 2000. The decrease in the general and
administrative expense was a results of a reduction in the non-billable
workforce as well as a decrease in the operational expenses related to an
overall workforce reduction such as, rent expense, equipment rental, and
depreciation related to the Company's restructuring plan.

Restructuring charge

   During the first half of 2001, the Company recorded restructuring costs of
approximately $82.8 million consisting of $25.2 million for workforce
reductions, $36.3 million for consolidation of facilities and $21.3 for other
depreciable assets. The Company took significant actions to reduce its
operating cost structure and to better align that cost structure with the
expected demand for its services. The restructuring plan resulted in the
termination of approximately 1260 personnel (950 of whom were project personnel
and 310 of whom were sales and marketing and general and administrative
personnel) and the elimination of the Helsinki, Finland and Milan, Italy
offices. The estimated costs for consolidation of facilities is comprised of
contractual rental commitments under real estate leases and equipment leases
for unutilized office space and equipment offset by estimated future sub-lease
income. Included within the workforce portion of restructuring costs is a
charge of $3.9 million related to the write-off of the loan to affiliate. This
loan was personally guaranteed by the company's two founders and as a part of
their separation agreements, dated May 3, 2001, the personal guarantee was
released as a part of the consideration for the waiver of certain termination
benefits under each founder's employment contract. We realized cost savings
from these actions of approximately $27.0 million for the six months ended June
30, 2001 and we expect annual cost savings of $140.0 to $150.0 million of which
approximately 68% relates to project personnel costs, 8% to sales and marketing
costs and 24% to general and administrative costs, including facilities
savings. If we believe that our current restructuring efforts are insufficient
to help us achieve profitability, we may have to implement additional
restructuring efforts. The restructuring plan has placed, and may continue to
place, a significant strain on our managerial, operational, financial and other
resources.

Impairment loss

   During the second quarter of 2001, the Company conducted a strategic review
of certain assets because its revenue declined significantly during this
period. The strategic review triggered an impairment of long-lived assets of
$60.1 million comprised of intangible assets of $57.1 million and investments
of $3.0 million. The Company calculated the present value of expected cash
flows of certain business units to determine the fair value of those assets.
Accordingly, in the second quarter of 2001, the Company recorded a non-cash
impairment loss and wrote down intangible assets from the following
acquisitions; Plastic ($22.7million), Qb International ($18.2 million),
Medialab ($8.7 million), Limage ($4.5 million) and other acquisitions ($3.0
million).

Amortization of intangibles

   Amortization of intangibles for the Company was $1.7 million for the six
months ended June 30, 2001 compared to $4.1 million for the comparable period
in 2000. This decrease was due to the reduction of intangibles resulting from
an impairment charge associated with acquisitions in prior periods, which was
recorded in the fourth quarter of 2000, and second quarter of 2001.

Income Taxes

   The effective income tax rate was 0% and 49% for the six months ended June
30, 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 half 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.

                                      14

<PAGE>

Liquidity and Capital Resources

   The Company's net cash used in operating activities was $31.0 million for
the six months ended June 30, 2001 compared to net cash used in operating
activities of $6.5 million for the six months ended June 30, 2000. Net cash
used in operating activities during the period ended June 30, 2001 was mainly
due to a net loss of $162.0 million which includes a $60.1 million and a $57.5
non-cash impairment charge and non-cash restructuring charge, respectively.
This was partially offset by a decrease in accounts receivable and unbilled
revenue of $15.4 million and $2.8 million, respectively, depreciation and
amortization of $4.3 million, as well as an increase in accounts payable and
prepaid expense of $9.6 million. The Company's net cash used in operating
activities was $6.5 million for the six months ended June 30, 2000. Net cash
used in operating activities during the period ended June 30, 2000 was mainly
due to an increase in unbilled revenues of $5.9 million, an increase in
accounts receivable of $16.4 million, and an increase in prepaid and other
current assets of $5.4 million. These amounts were partially offset by
depreciation and amortization of $7.7 million, tax benefit due to stock option
exercises of $4.9 million, and an increase in deferred revenues of $1.2
million.

   The Company's net cash used in investing activities was $2.6 million for the
six months ended June 30, 2001 compared to $8.5 million for the six months
ended June 30, 2000. Net cash used in investing activities for the period ended
June 30, 2001 was due to capital expenditures of $2.6 million. Net cash used
from investing activities during the period ended June 30, 2000 was mainly due
to capital expenditures of $7.5 million, and cash paid to extinguish earn out
agreements of $1.0 million.

   The Company's net cash provided by financing activities was $0.4 million for
the six months ended June 30, 2001 compared to $5.2 million for the six months
ended June 30, 2000. Net cash provided for the period ended June 30, 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 $.7 million. Net cash provided for the period ended June 30,
2000 was mainly due to proceeds received from the exercise of stock options of
$5.4 million.

   Management is actively decreasing operating losses in order to achieve
profitability and seeking additional sources of financing and believes that
such profitability and additional financing will generate sufficient cash flow
to fund the Company's operations through fiscal year 2001. Management's plan to
increase the Company's cash flows from operations relies on some stability in
revenue generated from its customers and decreases in operating expenses.
However, there are no assurances that such stability or decreases will be
achieved. In such event, the Company could reduce the operating costs further
by reducing headcount or closing additional offices and scale back current
operations until such financing becomes available on terms acceptable to the
Company and could potentially result in a modification to the auditor's report
on the Company's December 31, 2001 financial statements.

Capital expenditures, earn-out payments and rent expenses

   Razorfish's capital expenditures for the period ended June 30, 2001 were
$2.6 million compared to $7.5 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 to control costs. Razorfish does not have any
material commitments for capital expenditures for the foreseeable future

Currency fluctuation and the euro conversion

   Several countries 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 conversion rates for currencies will be
determined by a

                                      15

<PAGE>

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.

                                      16

<PAGE>

                          PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

   On June 15, 2001, Razorfish and certain of its present and former officers
and directors were named as defendants in a series of purported class actions
filed in the United States District Court for the Southern District of New York
asserting that the underwriters of Razorfish's initial public offering engaged
in allegedly improper compensation arrangements that were not disclosed in the
offering's prospectus. Similar actions have been filed against more than fifty
other issuers and their underwriters. We intend to defend these cases
vigorously, but can not predict the outcome.

   On May 21, 2000, the United States district Court for the Southern District
of New York informed the parties that it intends to dismiss the consolidated
securities class action initially filed on December 13, 2000 against Razorfish
and certain of Razorfish's current and former officers and director's. The
lawsuit alleged violations of securities laws based alleged false statements
made in Razorfish's public disclosures concerning the integration if I-Cube, a
company acquired by Razorfish in 1999. The Court informed the parties of its
decision by telephone and indicated that its opinion would be issued at a later
date. Plaintiffs may seek reconsideration of appeal of the decision after the
opinion is issued.

   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, including expenses in the additional amount of
approximately $1.1 million, together with interest and attorney's fees.
Razorfish provided consulting services to EuroTel on the creation of a WEB and
WAP portal. On May 22, 2001, Eurotel commenced a breach of contract action
against Razorfish Oy in the Helsinki District Court. In this action, Eurotel
claims that Razorfish allegedly breached the standard service agreement and
therefore it is not obligated to pay the above fees and expenses and that
Razorfish is obligated to refund to Eurotel all fees and expenses paid by
Eurotel in the aggregate amount of approximately $2.5 million and pay
compensatory damages due to the alleged breach of approximately $1.7 million.
We intend to defend these cases vigorously, but can not predict the outcome.

   On March 17, 2000, a former consultant to Avalanche Solutions, Inc., a
majority-owned subsidiary of Razorfish, commenced legal action against
Razorfish in the Southern District of New York and other defendants alleging
fraud,violation of New York General Business Law Sections 339-a and 532-c, and
violation of Rule 10b-5 promulgated under the Securities Exchange Act of
1934.On August 6, 2001 the Court granted summary judgment for Razorfish and the
other defendants. Razorfish cannot assure you that the Court's opinion will not
be appealed.

   On March 8, 2001, Shearwater 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 both for damages prior to the rent
commencement date and damages provided for in the lease. On April 24, 2001,
Razorfish filed an answer to the complaint, denying its material allegations.
Razorfish simultaneously filed a counterclaim against Shearwater for breach of
lease, breach of implied covenant of good faith and fair dealing, and
declaratory judgment. 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.

                                      17

<PAGE>

   On February 13, 2001, a shareholders' derivative action was filed in
Delaware Chancery Court by Robert C. Nicholson on behalf of Razorfish against
the members of Razorfish's Board of Directors, alleging breach of the
Directors'fiduciary duties of care and loyalty to Razorfish due to the alleged
violations of securities laws based on the alleged failure to properly manage
Razorfish including the failure to prevent the alleged false statements made in
Razorfish's public disclosures concerning the integration of i-Cube. The
plaintiffs in this action are seeking to direct the defendants to account to
Razorfish for damages and establish adequate compliance programs to ensure that
Razorfish complies with its disclosure obligations under federal securities
laws. This action is currently stayed by mutual agreement of the parties
pending the outcome of the class action filed in the Southern District of New
York. Our defense of the claims could result in significant expenses and
diversion of management's attention and other resources. We cannot assure you
that this matter will be resolved in our favor and that the results of this
litigation will not significantly harm our business.

Item 5. Other Events.

Risk Factors

  Our market and the demand for business and technology consulting services are
  deteriorating rapidly. This has detrimentally affected our financial
  results,and may continue to do so.

   The market for our consulting services and global digital solutions has been
changing rapidly over the last three years, and we expect this level of change
to continue. The market for digital solutions and consulting skills expanded
rapidly during 1999 and 2000, but has both shifted and declined significantly
since the third quarter of 2000. These market changes have affected our
financial results. Our revenues for the three months ended June 30, 2001
decreased by 33% from our revenues for the three months ended March 31, 2001
and our revenues for the three months ended March 31, 2001 decreased by 15%
from our revenues for the three months ended December 31, 2000. We expect this
market to remain volatile and we can give no assurances that the decline in
revenue and net losses will not continue in future periods. If we cannot make
changes in our business model to respond to changes in our marketplace, our
business, financial condition and results of operations will suffer. Our
success will depend, in part, on our ability to develop service offerings that
keep pace with rapid and continuing changes in technology, evolving industry
needs and changing client preferences. Our success will also depend on our
ability to develop and implement ideas that successfully apply existing and new
technologies to deliver tangible value to our clients. We may not be successful
in addressing these developments on a timely basis or in selling our services
in the marketplace.

  We have reported losses and reductions in revenue, and cannot assure you that
  we will regain profitability.

   Our revenues decreased $47.6 million, or 62.2%, to $28.7 million for the
three months ended June 30, 2001 from $76.6 million for the comparable period
in 2000 and decreased $69.3 million or 49.3% to $71.4 million for the six
months ended June 30, 2001 from $140.7 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 ours. If we cannot successfully adjust to changing market conditions, we may
not be able to increase our revenues, we may incur losses in the future, and we
may not regain profitability.

   We could also experience financial or other setbacks if the acquired
businesses experienced problems in the past of which our management does not
yet know. For example, if an acquired business had dissatisfied customers or
performance problems, our reputation could suffer as a result of our
association with that business. Our management is unaware of any material legal
claims against any of the acquired companies. However, to the extent any
customer or other third party asserts any material legal claims against any of
the acquired companies, our business, financial condition and results of
operations could suffer material and adverse harm.

  We may need additional capital that may not be available to us.

   We may need to raise additional funds through public or private debt or
equity financings in order to fund our current operating losses while we
attempt to balance the demand for our services with the cost of providing those
services. If we return to profitability, we may need additional funds to take
advantage of opportunities, including acquisitions of, or investments in,
businesses or technologies, developing new services, or responding to
competitive pressures. We cannot assure you that any additional financing we
may need will be available on

                                      18

<PAGE>

terms favorable to us, or at all. In such case, our financial condition,
operating results and business may be materially and adversely affected.

   Our business is subject to economic conditions generally and technology
spending by companies in particular. The continuation of the economic downturn
in the United States and Europe could have an adverse impact on the demand for
our services and, therefore, affect our continued viability.

   Our revenues and results of operations are subject to fluctuations based
upon the general economic conditions in the United States and abroad. The
recent economic downturn in the United States and abroad has caused our
customers and potential customers to substantially reduce their budgets for,
and delay implementation of, Internet-focused business solutions. A further
deterioration in existing economic conditions could therefore materially and
adversely affect our financial condition, operating results and business. Our
operating results and financial condition may also be adversely affected by
difficulties we may encounter in collecting our accounts receivable and
maintaining our profit margins during an economic downturn. In addition, our
ability to improve our operating results will be heavily dependent upon our
clients' and potential clients' belief that we will remain in operation.
Clients and potential client shave been reticent about giving long-term
projects to companies such as us.

  We have recently had significant changes in our executive management
  structure, and we cannot be certain that our new executive management will
  work together successfully.

   On May 2, 2001, our founders, Jeffrey Dachis and Craig Kanarick, who served
as chief executive officer and chief strategic officer, respectively, resigned
their positions. Mr. Dachis had served as chief executive officer since our
inception. Mr. Dachis was replaced by Jean-Philippe Maheu, formerly our chief
operating officer, who has been with us in various capacities since July 1997.
We are not currently planning to replace Mr. Kanarick. Also, we have yet to
hire anew chief operating officer, and do not have immediate plans to do so. As
currently constructed, our management team has not worked together for a
significant length of time and could materially harm our business, results of
operations and financial condition.

  The loss of our key professionals would make it difficult to complete
  existing client engagements and bid for new client engagements, which could
  adversely affect our business and results of operations.

   Our business is labor intensive, and our success depends on identifying,
hiring, training and retaining professionals. If any of our senior managers or
key project managers leave, we may be unable to complete or retain existing
client engagements or bid for new client engagements of similar scope and
revenue. We have entered into employment agreements and non-competition
agreements with some of our senior managers, but these key personnel may still
leave us or compete with us. In addition, a court might not enforce the
non-competition provisions of these agreements and in certain jurisdictions
non-competition agreements with employees are not enforceable. Even if we
retain our current employees, our management must continually recruit talented
professionals in order for our business to grow. These professionals must have
skills in business strategy, marketing, branding, technology and creative
design. An inability to attract, motivate and retain qualified professionals,
could adversely affect our business and results of operations.

  We are involved in litigation, including class action lawsuits and a
  shareholder's derivative action, that has been costly and time-consuming.

   We are involved in a variety of lawsuits, including class action lawsuits
and a shareholder's derivative action which are discussed below. In
addition,various other lawsuits, claims and proceedings have may be asserted
against us or by us, including, without limitation, those related to lease
contracts, performance of services for customers and employment matters.
Litigation is expensive and time consuming, regardless of the merits of the
claim and regardless of the outcome. These cases have and could continue to
divert management's attention from our business, and we cannot predict the
outcome of any litigation. Some lawsuits, claims or proceedings may be disposed
of unfavorably to us, and we may incur significant costs defending ourselves.
As a result, we can not assure you that any or all of the litigation matters in
which we are involved will not significantly harm our business or our financial
situation.

                                      19

<PAGE>

   On June 15, 2001, Razorfish and certain of its present and former officers
and directors were named as defendants in a series of purported class actions
filed in the United States District Court for the Southern District of New York
asserting that the underwriters of Razorfish's initial public offering engaged
in allegedly improper compensation arrangements that were not disclosed in the
offering's prospectus. We intend to defend these cases vigorously but cannot
currently predict the outcome.

   On December 13, 2000, a class action lawsuit was filed against Razorfish and
certain of its officers in the Southern District of New York. An additional 12
identical actions have since been filed, and all suits have been consolidated
in the Southern District. The suits allege violations of Sections 10(b) and
20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 based on alleged
false statements made in Razorfish public disclosures concerning the
integration of i-Cube, a company acquired by Razorfish in 1999. On May 21,
2001, the United States District Court for the Southern District of New York
informed the parties that it intends to dismiss the consolidated securities
class action. The Court informed the parties of its decision by telephone and
indicated that its opinion would be issued at a later date. Plaintiffs may seek
reconsideration of or appeal the decision after the opinion is issued.

   On February 13, 2001, a shareholders' 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 of care and loyalty to Razorfish due to the alleged violations
of securities laws based on the alleged failure to properly manage Razorfish
including the failure to prevent the alleged false statements made in
Razorfish's public disclosures concerning the integration of i-Cube. The
plaintiffs in this action are seeking to direct the defendants to account to
Razorfish for damages and establish adequate compliance programs to ensure that
Razorfish complies with its disclosure obligations under federal securities
laws. This action is currently stayed by mutual agreement of the parties
pending the outcome of the class action filed in the Southern District of New
York described above.

  Our revenues are difficult to predict because we derive them from fees
  generated on a project-by-project basis and we do not have a substantial
  number of long-term contracts with our clients.

   Because clients typically engage us on a project-by-project basis, we cannot
be certain that these clients will engage us for future projects. It is
difficult to predict whether our revenues will decrease in subsequent periods
because a client elects not to retain us after the completion of a project or
elects to retain us for a smaller project. While we do not currently have any
clients that, individually, account for more than 10% of our revenues, it is
possible that, in the future, we may depend on a small number of clients for a
significant portion of our revenues and who retain our services on a
project-by-project basis. In that event, our business may be adversely affected
if such clients do not retain us upon completion of their projects for projects
of a similar size and cost.

   Many of our clients can terminate their agreements with us, whether time and
materials or fixed-fee based, on 30-days' prior written notice. If our clients
terminate, or fail to renew, existing agreements, our business, financial
condition and results of operations could suffer material harm.

  Our engagements could be unprofitable if we do not perform fixed-price,
  fixed-time contracts efficiently.

   Some of our engagements may be unprofitable and we may experience losses in
four actual costs for fixed-price, fixed time engagements exceed the estimated
costs. Historically, Razorfish has derived a portion of its revenues from fixed
price, fixed-time contracts. For example, in the year 2000, we derived
approximately 54% of our revenues from fixed price, fixed-time contracts. When
working on that basis, we agree with the customer on a statement of work. We
promise that we will deliver the specified work at a specified time at a fixed
price. In making proposals for fixed-price, fixed-time contracts, we estimate
the time and money required to complete the client engagement. These estimates
reflect judgments about the complexity of the engagement and the efficiency of
our methods, technologies and IT professionals when applied to the client
engagement. Unexpected delays and costs may arise, often outside of our
control.To remedy these delays, we may sometimes need to devote unanticipated
additional resources to complete some of our client engagements. Devoting extra
resources reduces the profitability of the contracts, and can even lead to
losses. The losses or diminished profitability on fixed-fee, fixed-time
contracts could materially harm our business, financial condition and results
of operations.

                                      20

<PAGE>

  Our billable employees may be underutilized if clients do not retain our
  services, which could reduce our revenues and margins and damage our goal to
  return to profitability.

   If clients who use our services fail to retain us for future projects or if
clients or prospective clients delay planned projects, we may be unable to
quickly reassign billable employees to other engagements so as to minimize
underutilization of these employees. This under-utilization could reduce our
revenues and gross margins and hinder profitability.

  Some of our clients may be unable to raise additional capital needed to
  retain our service or pay us for services performed.

   Some of our current and potential clients, particularly those clients funded
primarily by venture capital, need to raise additional funds in order to
continue their business and operations as planned. We cannot be certain that
these companies will be able to obtain additional financing on favorable terms
or at all. As a result of their inability to raise additional financing, some
clients may be unable to pay us for services we have already provided them with
or they may terminate our services earlier than planned, either of which could
seriously harm our business, financial condition and operating results. In
particular, some of our current and potential clients in this category have
recently encountered great difficulty obtaining needed financing and we have
written off substantial accounts receivable.

  Our recent acquisitions and growth have created financial and other
  challenges, which, if not addressed or resolved, could harm our business.

   We have experienced financial, operational and managerial challenges in
integrating recently acquired companies and managing the overall growth and,
more recently, the rapid contraction of the business. Razorfish completed
numerous acquisitions during 1998, 1999 and 2000. These challenges have
strained our managerial and operational resources.

   Our management faces the difficult and potentially time consuming challenges
of implementing uniform standards, controls, procedures and policies throughout
our U.S. and European offices. To manage future growth, our management must
continue to improve our operational and financial systems, procedures and
controls and expand, train, retain and manage our employee base. If our
systems, procedures and controls are inadequate to support our operations, our
expansion would halt, and we could lose our opportunity to gain significant
market share. Any inability to manage growth effectively could materially harm
our business, results of operations and financial condition.

   We could also experience financial or other setbacks if the acquired
businesses experienced problems in the past of which our management does not
yet know. For example, if an acquired business had dissatisfied customers or
performance problems, our reputation could suffer as a result of our
association with that business. Our management is unaware of any material legal
claims against any of the acquired companies. However, to the extent any
customer or other third party asserts any material legal claims against any of
the acquired companies, our business, financial condition and results of
operations could suffer material and adverse harm.

  We may be unable to manage effectively the restructuring efforts we announced
  in 2000 and 2001, which could result in our being unable to control our costs
  and implement our business strategies effectively.

   Since December 31, 2000, Razorfish has engaged in a variety of restructuring
efforts, including terminating approximately 1200 of its 1994 employees and
closing operations in its Helsinki and Milan offices. As a result of these
efforts, the Company recorded restructuring costs of approximately $82.8
million consisting of $25.2 million for workforce reductions, $36.3 million for
consolidation of facilities and $21.3 million for other depreciable assets. If
we find that our current restructuring efforts are insufficient to help us
achieve profitability, we may implement additional restructuring efforts. Our
restructuring efforts to date and any future restructuring efforts have placed,
and may continue to place, a significant strain on our managerial, operational,
financial and other resources. Additionally, the restructuring may negatively
affect our employee turnover, recruiting and

                                      21

<PAGE>

retention of important employees. If we are unable to implement our
restructuring effectively or if we experience difficulties in implementing the
restructuring, our expenses could increase more quickly than our revenues or
our revenues could decline as a result of our failure to service new client
engagements adequately, either of which would seriously harm our business,
financial condition, results of operation and cash flows.

  We may have difficulty in managing our international operations, because of
  distance, language and cultural differences which could adversely affect our
  business and results of operations.

   In addition to our domestic operations, we have operations in eight
international cities: London, England; Stockholm, Sweden; Oslo, Norway;
Amsterdam, the Netherlands; Frankfurt, Hamburg and Munich, Germany; and Tokyo,
Japan. Our management may have difficulty managing our international operations
because of distance, as well as language and cultural differences.
Approximately 42% of our revenues were derived from our international
operations (as of the quarter ended June 30, 2001) and, therefore, we can not
assure you that our business and financial condition will not be adversely
affected if we have difficulty managing our international operations.

  Generally, we face certain risks doing business abroad that we do not face
  domestically. As a result, risks from our international operations may
  negatively affect our business.

   Because we do business in other countries, we face risks that we would not
face or that we would face to a lesser degree if we only did business
domestically. Among the most significant risks that we face as a result of our
international operations include:

  .  difficulties and costs of staffing foreign operations;

  .  legal and regulatory requirements of different countries, such as
     differing tax or labor laws; and

  .  potential political and economic instability.

  Seasonal reductions in business activity, particularly in parts of Europe,
  could adversely affect our financial results.

   In general, the laws of the European countries in which Razorfish operates
mandate that all employees receive significantly more vacation days than in
theUnited 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. This could have a material
and adverse affect on our financial results.

  We compete in a new and highly competitive market that has low barriers to
  entry. If competition increases, as we expect it to, our financial results
  may be adversely affected.
   We compete in the information technology services market, which is
relatively new and intensely competitive. We expect competition to intensify as
the market evolves. We compete with:

  .  strategic consulting firms;

  .  Internet service firms;

  .  technology consulting firms and integrators; and

  .  in-house information technology, marketing and design departments of our
     clients and potential clients.

   Many of our competitors have longer operating histories, larger client
bases, longer relationships with clients, greater brand or name recognition and
significantly greater financial, technical, marketing and public relations
resources than we have. In addition, our industry is experiencing rapid
consolidation, which may better enable current and future competitors to devote
greater resources to marketing campaigns, adopt more aggressive pricing models
or devote substantially more resources to client and business development than
we do.

                                      22

<PAGE>

   Relatively few barriers prevent competitors from entering the information
technology services market. As a result, new market entrants pose a threat to
our business. We do not own any patented technology that prevents or
discourages competitors from entering the information technology services
market. Existing or future competitors may develop or offer services that are
comparable or superior to ours at a lower price, which could materially harm
our business, results of operations and financial condition.

  If we do not maintain our reputation and expand our name recognition, we may
  not remain competitive.

   If our reputation is damaged or if we do not effectively communicate to
potential clients what services we provide, we may become less competitive or
lose our market share. Promotion and enhancement of our name will depend
largely on our success in providing high quality services and end-to-end
digital communications solutions, which we cannot ensure. If clients do not
perceive our services to be effective or of high quality, our brand name and
reputation could be materially and adversely affected.

   In addition, we license two trademarks and our design logo to Razorfish
Studios, Inc., a company controlled by Communicade and Messrs. Dachis and
Kanarick. Because we license the "Razorfish" trademarks and design logo to
Razorfish Studios, content published or actions taken by Razorfish Studios
could materially and adversely affect our name and reputation.

  We may be liable for defects or errors in the solutions we develop for our
  clients, which could reduce our revenues.

   Many of the solutions we develop are critical to the operations of our
clients' businesses. Any defects or errors in these solutions could result in:

  .  delayed or lost revenue;

  .  damage to our professional reputation;

  .  negative publicity;

  .  additional expenditures to correct the problem; or

  .  claims against us for negligence in performing our services or errors in
     the software code provided by us.

   The contracts we enter into with our customers often limit the damages we
may have to pay to damages arising from our negligent conduct and for other
potential liabilities in our services. However, these contractual provisions
may not protect us from liability for damages. In addition, large claims may
not be adequately covered by insurance and may raise our insurance costs.

  Misappropriation of our trademarks and other proprietary rights could harm
  our reputation, affect our competitive position and cost money.

   We believe our trademarks and other proprietary rights are important to our
success and competitive position. If we cannot protect our trademarks and other
proprietary rights against unauthorized use by others, our reputation among
existing and potential clients could be damaged and our competitive position
adversely affected. We have registered certain of our trademarks in the United
States and abroad to protect our trademark rights. In addition, we use our best
efforts to limit access to and distribution of our proprietary information, as
well as proprietary information licensed from third-parties. We cannot ensure
that these strategies will be adequate to deter unauthorized use of our
trademarks, or misappropriation of our proprietary information and material.

   Our strategies to deter misappropriation could be inadequate in light of the
following risks:

  .  foreign countries may not recognize our proprietary rights or may fail to
     protect those rights adequately;

  .  competitors could use our trademarks without authorization or
     misappropriate our proprietary information or materials without detection;
     and

  .  non-competition and confidentiality agreements signed by our key employees
     may prove unenforceable.

                                      23

<PAGE>

   If any or these risks materialize, we could be required to spend significant
amounts to defend our proprietary rights and our managerial resources could be
diverted. In addition, our trademarks and other proprietary rights may decline
in value or not be enforceable.

  We may face intellectual property claims that may be costly to resolve and
  limit our future ability to use certain intellectual property.

   Although we believe that the solutions that we develop for our clients and
our proprietary rights generally do not infringe the intellectual property
rights of others, other parties may assert intellectual property infringement
claims against us, and we cannot assure you that such claims will not be
successful. If such claims materialize, even if not successful, we could incur
substantial costs and our management resources could be diverted. If a claim
relating to proprietary technology, content or information is asserted against
us, we may need to obtain licenses to the disputed intellectual property. We
cannot assure you that we will be able to obtain these licenses on commercially
reasonable terms or that we will be able to obtain the licenses.

  We must adapt to technical innovations in order to retain and attract
  clients.

   Our business operations depend, in part, on our ability to keep pace with
rapid technological change, new products and services embodying new processes
and technologies and industry standards and practices. Failure to respond to
these changes could render our existing service practices and methodologies
obsolete. We cannot assure you that we will be able to respond quickly,
cost-effectively or sufficiently to these developments.

  The services we provide depend largely on the Internet. Therefore, if usage
  of the Internet fails to grow, our business may fail to grow as well.

   Our future success depends on continued growth in the use of the Internet
because we primarily use Internet-based technology to create our solutions. If
businesses do not consider the Internet a viable commercial medium, our client
base may not grow. The adoption of the Internet for commerce and
communications, particularly by those individuals and companies that have
historically relied upon alternative means of commerce and communication,
generally requires the understanding and acceptance of a new way of conducting
business and exchanging information. In particular, companies that have already
invested substantial resources in other means of conducting commerce and
exchanging information may be particularly reluctant or slow to adopt a new,
Internet-based strategy that may make their existing personnel and
infrastructure obsolete.

   In addition, our business may be indirectly impacted if the number of users
of the Internet does not increase or if commerce over the Internet does not
become more accepted and widespread. The Internet may lose its viability as a
commercial marketplace due to consumers' actual or perceived lack of security
of information, such as credit card numbers, governmental regulation and
uncertainty regarding intellectual property ownership. Use of the Internet may
also be affected if the infrastructure of the Internet is not developed or
maintained. Published reports have indicated that capacity constraints caused
by growth in the use of the Internet may impede further development of the
Internet to the extent that users experience delays, transmission errors and
other difficulties. If the necessary infrastructure, products, services or
facilities are not developed, or if the Internet does not become a viable and
widespread commercial medium, our business, results of operations and financial
condition could be materially and adversely affected.

  U.S. and foreign government regulation of the Internet is still developing
  and may adversely impact our business.

   State, local and federal governments in the U.S. and local and national
governments in the European Union and elsewhere have passed legislation
relating to the Internet and electronic commerce, including laws and
regulations relating to user privacy, taxes, pricing and copyrights. In many
instances, because these laws are still being implemented, we are not certain
how they will directly affect our business. The new legislation and

                                      24

<PAGE>

regulations may indirectly affect us through their impact on our clients and
potential clients and could affect the growth of the Internet as a medium for
commerce and communications. In addition, U.S. and foreign governmental bodies
are considering, and may consider in the future, other legislative proposals to
regulate the Internet and electronic commerce. We cannot predict if or how any
future legislation would impact our business, results of operations or
financial condition.

  The conversion to the euro may adversely affect our business in Europe.

   Because of our European operations, we face risks as a result of the
conversion by some of the European Union member states of their currencies to
the euro. The conversion rates between the member states' currencies and the
euro are fixed by the Council of the European Union. We are unsure as to
whether the conversion to the euro will have an adverse impact on our business,
but potential risks include (1) the costs of modifying our software and
information systems and (2) changes in the conduct of business and in the
principal European markets for our products and services.

   In addition, a significant amount of uncertainty exists as to the
interpretation of certain Euro regulations and the effect that the Euro will
have on the marketplace, including its impact on currency exchange rate
risk,pricing, competition, contracts, information systems and taxation. During
2000, Razorfish derived approximately 10% of its revenue from customers in
countries which have converted to the Euro. Razorfish has not yet determined
the costs of addressing Euro-related issues, but does not expect such costs to
be material. Because Razorfish's evaluation of the Euro-related issues is at a
nearly stage, however, there can be no assurance that such issues and their
related costs will not have a material adverse effect on Razorfish's business,
financial condition and results of operations.

  Our stock price is volatile which among other things, can adversely affect
  our ability to raise capital and undermine investor confidence.

   The trading price of our stock is volatile, and this volatility will likely
continue in the future. Wide fluctuations in our trading price or volume can
because by:

  .  quarterly variations in our operating results;

  .  announcements by significant investors of their intention to sell our
     shares;

  .  investor perception of our company and the information technology services
     market in general;

  .  announcements or implementation of technological innovations;

  .  announcements or implementation by us or our competitors of new products
     or services;

  .  seasonal factors such as the impact of vacations, especially in Europe;

  .  lay-offs of employees due to underutilization or resignations of key
     employees, officers or directors;

  .  financial estimates by securities analysts; and

  .  general economic and information technology services market conditions.

   Beginning in the second half of 2000, many technology companies in this
sector started facing sudden and dramatic changes in the demand for their
respective services. Razorfish believes that this change was and continues to
be fueled by a slowing economy in both the United States and Europe. Razorfish
believes that there will be demand for its services in the future but Razorfish
will face the same uncertainties that are faced by its competitors. Currently
Razorfish is facing an elongated sales cycle and can make no assumptions as to
when such conditions will improve.

   In addition, the stock market in general, and the market for
Internet-related stocks in particular, has experienced extreme price and volume
fluctuations that have often been unrelated or disproportionate to the

                                      25

<PAGE>

operating performance of such companies. If investor interest in Internet
stocks continues to decline,the price for our common stock could drop suddenly
and significantly, even if our operating results improve from their current
state. If the trading volume of our common stock experiences significant
changes, the price of our common stock could also be adversely affected.
Furthermore, declines in the trading or price of our common stock could
materially and adversely affect employee morale and retention, our access to
capital and other aspects of our business. In the past, securities class action
litigation has been brought against a company following periods of volatility
in the market price of its securities. Because of the volatility of our stock
price, we may be the target of similar litigation in the future. Securities
litigation could result in substantial costs and divert our management's
attention and resources, which could adversely affect our financial condition
and results of operations.

  If our common stock is delisted from Nasdaq it could result in difficulties
  in disposing of shares of our common stock owned by investors.

   Our common stock is currently listed on the Nasdaq National Market. In order
for our stock to continue to be listed on the Nasdaq National Market, we must
maintain $4,000,000 in net tangible assets, a public float of 750,000 shares, a
$5,000,000 market value of our public float, a minimum bid price of $1.00, 400
round lot holders and two market makers. We were advised by Nasdaq in a letter
dated July 10, 2001 that, and that if our minimum bid price does not exceed
$1.00 for ten consecutive trading days during the 90 day period after being so
advised, our common stock may be delisted from the Nasdaq National Market. If
we are delisted from the NASDAQ National Market, we may seek to transfer the
listing of our common stock to the Nasdaq SmallCap Market, which requires that
we maintain $2,000,000 in net tangible assets, $35,000,000 in market
capitalization or $500,000 in net income in two of our last three fiscal years,
a public float of 500,000 shares, a $1,000,000 public float, a $1.00 bid price,
two market makers and 300 round lot holders. If we are unable to maintain our
National Market listing or are unable to qualify to transfer our listing to
Nasdaq's SmallCap market, our common stock would likely be traded on the OTC
Bulletin Board, where you may find it more difficult to dispose of, or to
obtain accurate quotations as to the market value of, our common stock.

  Future sales of our common stock in the public market could adversely affect
  our stock price and our ability to raise funds in new equity offerings.

   No prediction can be made as to the effect, if any, that future sales of
shares of common stock or the availability for future sale of shares of common
stock or securities convertible into or exercisable for our
common stock will have on the market price of common stock prevailing from time
to time. Sale, or the availability for sale, of substantial amounts of common
stock by us through means of this prospectus, by existing stockholders under
Rule 144, through the exercise of registration rights or the issuance of shares
of common stock upon the exercise of stock options or warrants or the
conversion of any convertible preferred stock, or the perception that such
sales or issuances could occur, could adversely affect prevailing market prices
for our common stock and could materially impair our future ability to raise
capital through an offering of equity securities. We have over 25,800,000
shares issuable upon exercise of options (approximately 14,000,000 of which are
currently exercisable).

   Our co-founders, Jeffrey Dachis and Craig Kanarick, resigned as Co-Chairmen
of the Board on June 13, 2001. Each of them has already filed with the SEC a
Form 144 indicating their respective intentions to sell all of their shares,
and, as of the date of the filing of this Registration Statement, Mr. Dachis
has sold all of his shares (approximately 4,735,592 shares) and Mr. Kanarick
has sold almost all of his shares (approximately 4,478,800 shares). Such sales
may have had and may in the future have a depressive effect on the market price
of our Common Stock.

  Our charter documents could make it more difficult for a third party to
  acquire us, which may not be desirable to certain shareholders.

   Our Certificate of Incorporation and By-laws are designed to make it
difficult for a third party to acquire control of us, even if a change in
control would be beneficial to stockholders. For example, our Certificate of

                                      26

<PAGE>

Incorporation authorizes our Board of Directors to issue up to 10,000,000
shares of "blank check" preferred stock. Without stockholder approval, the
Board of Directors has the authority to attach special rights, including voting
and dividend rights, to this preferred stock. With these rights, preferred
stockholders could make it more difficult for a third party to acquire our
company.

   Our By-laws do not permit any person other than the Board of Directors or
certain executive officers to call special meetings of the stockholders. In
addition, we must receive a stockholders' proposal for an annual meeting within
a specified period for that proposal to be included on the agenda. Because
stockholders do not have the power to call meetings and are subject to timing
requirements in submitting stockholder proposals for consideration at an annual
or special meeting, any third-party takeover not supported by the Board of
Directors would be subject to significant delays and difficulties.

  Other events.

   On July 30, 2001, Razorfish closed its Milan, Italy office as part of its
continued efforts to regain profitability and manage costs.

   On July 3, 2001, Razorfish closed its Helsinki, Finland office as a part of
our continued efforts to regain profitability and manage costs. Its Finnish
subsidiary, Razorfish Oy commenced a case pursuant to Section 1868 of the
Finnish Bankruptcy Code in Helsinki District Court on July 3, 2001 and was
declared bankrupt by such tribunal on July 4, 2001.

   In an effort to retain and effectively compensate its executive management
and directors, on June 27, 2001, the Board of Directors approved a total of
850,000 option grants to its executive management and directors, effective as
of June 5, 2001. These options have an exercise price of one cent ($0.01) and
vest 50% on December 1, 2001 and 50% on June 1, 2002. In addition, Razorfish
has recorded a non-cash compensation expense of approximately $60,000 in the
second quarter and a total of $655,000 will be amortized over the vesting
period.

   On June 15, 2001, Razorfish and certain of its present and former officers
and directors were named as defendants in a series of purported class actions
filed in the United States District Court for the Southern District of New York
asserting that the underwriters of Razorfish's initial public offering engaged
an allegedly improper compensation arrangements that were not disclosed in the
offering's prospectus. Similar actions have been filed against more than fifty
other issuers and their underwriters. We intend to defend these cases
vigorously, but can not predict the outcome.

   On June 13, 2001, Messrs. Jeffrey A. Dachis and Craig M. Kanarick,
co-founders of Razorfish, resigned their positions as Co-Chairmen of the Board.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

   (a) Exhibits

<TABLE>
<CAPTION>
Exhibit No.                                          Description
-----------                                          -----------
<C>         <S>

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

    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)
</TABLE>

                                      27

<PAGE>

<TABLE>
<CAPTION>
Exhibit No.                                             Description
-----------                                             -----------
<C>         <S>

     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, dated 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
              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)
</TABLE>

                                      28

<PAGE>

<TABLE>
<CAPTION>
Exhibit No.                                          Description
-----------                                          -----------
<C>         <S>

   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)

   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, dated 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)
</TABLE>

                                      29

<PAGE>

<TABLE>
<CAPTION>
Exhibit No.                                           Description
-----------                                           -----------
<C>         <S>

   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. (7)

   10.54    Separation Agreement between Razorfish, Inc. and Craig M. Kanarick, dated May 2, 2001.(7)

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

    21.1    Subsidiaries of Razorfish.(6)

    99.1    Press release dated May 3, 2001.(7)
</TABLE>
--------
(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.
(7) Filed as an exhibit to Razorfish's Report on Form 10-K that was filed with
    the Securities and Exchange Commission on May 14th, 2001 and included
    herein by reference.

   (b) Reports on Form 8-K.

   None.

                                      30

<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 October 31, 2001.

                                          RAZORFISH, INC.


            By: /S/ JEAN-PHILIPPE MAHEU Chief Executive Officer
          -----------------------------
               Jean-Philippe Maheu

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

                                      31