<PAGE>


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

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

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                  FORM 10-Q/A

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

                                Amendment No. 1

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

    For the quarterly period ended March 31, 2001

                                      OR

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

    For the transition period from     to

                       Commission File Number 000-25847

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

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

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

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

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

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

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

   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] YES [_] NO

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


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

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

<PAGE>

                                RAZORFISH, INC.

                         QUARTERLY REPORT ON FORM 10-Q

                               TABLE OF CONTENTS

<TABLE>
<C>      <S>                                                                              <C>
PART I.  FINANCIAL INFORMATION...........................................................

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

         Consolidated Balance Sheets as of December 31, 2000 (audited) and March 31, 2001  3

         Consolidated Statements of Operations for the Three Months Ended March 31, 2000
         and 2001........................................................................  4

         Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2000
         and 2001........................................................................  5

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

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

PART II. OTHER INFORMATION...............................................................

Item 2.  Changes in Securities and Use of Proceeds.......................................  8

Item 6.  Exhibits and Reports on Form 8-K................................................  14

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,  March 31,
                                                                                                             2000        2001
                                                                                                         ------------ -----------
                                                                                                                      (unaudited)
<S>                                                                                                      <C>          <C>
                                                ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.............................................................................  $  51,483    $  30,337
  Accounts receivable, net of allowance for doubtful accounts of $4,954 and $4,714 at December 31, 2000
   and March 31, 2001, respectively.....................................................................     37,499       33,480
  Unbilled revenues.....................................................................................      7,713        5,558
  Prepaid expenses and other current assets.............................................................      5,560        5,257
                                                                                                          ---------    ---------
   Total current assets.................................................................................    102,255       74,632
Property and Equipment, net of accumulated depreciation of $14,919 and $16,524 at December 31, 2000 and
 March 31, 2001 respectively............................................................................     30,901       30,473
Intangibles, net of accumulated amortization of$2,682 and$3,624 at December 31, 2000 and March 31,
 2001, respectively.....................................................................................     58,926       57,985
Loan to Affiliate.......................................................................................      3,872        3,872
Other Assets............................................................................................      9,001        9,018
                                                                                                          ---------    ---------
   Total assets.........................................................................................  $ 204,955    $ 175,980
                                                                                                          =========    =========
                                 LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable and accrued expenses.................................................................  $  27,621    $  25,699
  Income taxes payable..................................................................................      1,815        2,532
  Deferred revenues.....................................................................................      1,928        3,153
  Deferred rent.........................................................................................      2,407        1,210
                                                                                                          ---------    ---------
   Total current liabilities............................................................................     33,771       32,594
Long-term Obligations...................................................................................        986          651
Minority Interest.......................................................................................      1,047          937
                                                                                                          ---------    ---------
   Total liabilities....................................................................................     35,804       34,182
                                                                                                          ---------    ---------
Commitments and Contingencies
Stockholders' Equity:
  Preferred stock $.01 par value; 10,000,000 shares authorized; none issued or outstanding..............         --           --
   Common stock:
    Class A $.01 par value; 200,000,000 shares authorized; 97,857,071 and 97,863,989 issued at
     December 31, 2000 and March 31, 2001, respectively.................................................        979          979
    Class B, $.01 par value; 50 shares authorized, issued, and outstanding at December 31, 2000 and
     March 31, 2001.....................................................................................         --           --
  Receivable from stockholder...........................................................................       (533)          --
  Additional paid-in capital............................................................................    320,358      320,365
  Accumulated other comprehensive income................................................................       (498)      (3,493)
  Retained earnings (deficit)...........................................................................   (150,567)    (175,465)
  Treasury stock at cost; shares at December 31, 2000 and March 31, 2001................................       (588)        (588)
                                                                                                          ---------    ---------
   Total stockholders' equity...........................................................................    169,151      141,798
                                                                                                          ---------    ---------
   Total liabilities and stockholders' equity...........................................................  $ 204,955    $ 175,980
                                                                                                          =========    =========
</TABLE>

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

                                      3

<PAGE>

                       RAZORFISH, INC. AND SUBSIDIARIES

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

<TABLE>
<CAPTION>
                                            Three Months Ended
                                                March 31,
                                            -----------------
                                              2000     2001
                                            -------  --------
                                               (unaudited)
<S>                                         <C>      <C>
Revenues................................... $64,116  $ 42,660
Project personnel costs....................  29,863    28,857
                                            -------  --------
   Gross profit............................  34,253    13,803
Sales and marketing........................   4,080     4,652
General and administrative.................  20,381    20,508
Restructuring costs........................      --    12,777
Amortization of intangibles................   1,986       937
                                            -------  --------
   Income from operations..................   7,806   (25,071)
Other income, net..........................   1,006       313
                                            -------  --------
   Income before income taxes..............   8,812   (24,758)
Provision for income taxes.................   4,319       140
                                            -------  --------
   Net income.............................. $ 4,493  $(24,898)
                                            =======  ========
Earnings per share:........................
   Basic................................... $  0.05  $  (0.25)
                                            =======  ========
   Diluted................................. $  0.05  $  (0.25)
                                            =======  ========
Weighted average common shares outstanding:
   Basic...................................  91,027    97,706
                                            =======  ========
   Diluted.................................  99,537    97,706
                                            =======  ========
</TABLE>


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

                                      4

<PAGE>

                       RAZORFISH, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (in thousands)

<TABLE>
<CAPTION>
                                                                                                Three Months Ended
                                                                                                     March 31,
                                                                                               --------------------
                                                                                                  2000       2001
                                                                                               ----------- --------
                                                                                               (unaudited)
<S>                                                                                            <C>         <C>
Cash Flows From Operating Activities:
  Net income (loss)...........................................................................   $ 4,493   $(24,898)
  Adjustments to reconcile net income to net cash used in by operating activities--
   Depreciation and amortization..............................................................     4,612      2,545
   Minority interest..........................................................................        --       (110)
   Tax benefit due to stock option exercise...................................................     3,488         --
   Increase in deferred tax assets............................................................       382         --
   Changes in operating assets and liabilities, net of acquisitions:
    Accounts receivable.......................................................................    (4,834)     4,019
   Unbilled revenues..........................................................................    (7,624)     2,155
   Prepaid expenses and other current assets..................................................    (1,450)       303
   Due from affiliate.........................................................................      (147)        --
   Other assets...............................................................................      (164)      (165)
   Accounts payable and accrued expenses......................................................    (6,432)    (1,915)
   Deferred revenues..........................................................................     1,079      1,225
   Deferred tax liabilities...................................................................       866         --
   Income taxes payable.......................................................................    (6,955)       717
   Deferred rent..............................................................................       198     (1,197)
   Other liabilities..........................................................................     5,548         --
                                                                                                 -------   --------
    Net cash used in operating activities.....................................................    (6,940)   (17,321)
                                                                                                 -------   --------
Cash Flows From Investing Activities:
  Capital expenditures........................................................................    (3,615)    (1,176)
   Earn out payments associated with acquisitions.............................................    (1,000)        --
  Acquisitions of subsidiaries, net of cash acquired..........................................    (2,248)        --
                                                                                                 -------   --------
   Net cash used in investing activities......................................................    (6,863)    (1,176)
                                                                                                 -------   --------
Cash Flows From Financing Activities:
  Deferred registration costs.................................................................       (76)        --
  Proceeds payments to long--term obligations.................................................    (1,654)      (335)
  Repayment of stockholder's loan.............................................................      --          681
   Proceeds from exercise of stock options....................................................     5,851         --
                                                                                                 -------   --------
    Net cash provided by financing activities.................................................     4,121        346
                                                                                                 -------   --------
Effect of Exchange Rate Changes on Cash and Cash Equivalents..................................       507     (2,995)
                                                                                                 -------   --------
  Net decrease in cash and cash equivalents...................................................    (9,175)   (21,146)
                                                                                                           --------
Cash and Cash Equivalents, Beginning of Period................................................    98,798     51,483
                                                                                                 -------   --------
Cash and Cash Equivalents, End of Period......................................................   $89,623   $ 30,337
                                                                                                 =======   ========
Supplemental Disclosures of Non-cash Investing Activities
  Fair market value of common stock issued for earn out payments associated with acquisitions.   $76,683         --
  Fair market value of common stock issued for acquisitions...................................   $18,915         --
</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 is a global digital solutions provider founded in 1995. Digital
solutions apply digital technologies to enhance communications and commerce
between businesses and their consumers, suppliers, employees and other
partners. Razorfish provides an integrated, end-to-end solution that helps
clients discover, create, and implement business solutions by leveraging
digital technologies across platforms, networks, and devices. From business and
brand strategy to systems integration, Razorfish provides clients with
opportunities to increase revenues, enhance productivity, and maximize
competitive advantage. Razorfish currently has offices in nine countries and
the cities of Amsterdam, Boston, Frankfurt, Hamburg, Helsinki, Los Angeles,
London, Milan, Munich, New York City, Oslo, San Francisco, San Jose, Stockholm,
and Tokyo.

Principles of Consolidation

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

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

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. RESTRUCTURING COSTS

   During the first quarter 2001, the Company recorded restructuring costs of
approximately $12.8 million consisting of $10.6 million for workforce
reductions and $2.2 million for consolidation of facilities. The restructuring
plan resulted in the termination of approximately 660 personnel (530 of whom
were project personnel and 130 of whom were sales and marketing and general and
administrative personnel). The estimated costs for consolidation of facilities
is comprised of contractual rental commitments under real estate leases for
unutilized office space offset by estimated future sub-lease income.

   Restructuring costs as of March 31, 2001 were as follows (in millions):

<TABLE>
<CAPTION>
                                               Balance at
                                  Expense Cash  3/31/01
                       -          ------- ---- ----------
                       <S>        <C>     <C>  <C>
                       Workforce.  $10.6  $8.2    $2.4
                       Facilities    2.2   0.7     1.5
                                   -----  ----    ----
                          Total..  $12.8  $8.9    $3.9
                                   =====  ====    ====
</TABLE>


                                      6

<PAGE>

4. 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 March 31,
                                                 ---------------
                                                   2000    2001
                                                 -------  ------
                                                   (unaudited)
<S>                                              <C>      <C>
Diluted EPS Computation
Basic common shares outstanding................. 91,027   97,706
Effect of common stock options..................  8,510       --
                                                 -------  ------
   Diluted common and common equivalent shares.. 99,537   97,706
                                                 =======  ======
</TABLE>

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

5. COMPREHENSIVE INCOME

   The components of comprehensive income are as follows:

<TABLE>
<CAPTION>
                                        Three Months Ended
                                            March 31,
                                        -----------------
                                         2000      2001
                                        ------   --------
<S>                                     <C>      <C>
Net income............................. $4,493   $(24,898)
Foreign currency translation adjustment    142     (2,996)
                                        ------   --------
   Comprehensive income (loss)......... $4,635   $(27,894)
                                        ======   ========
</TABLE>

6. LEGAL PROCEEDINGS

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

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

   On March 8, 2001, Shearwarter Partners, LLC ("Shearwater") filed a complaint
against Razorfish in the United states District Court for the Northern district
of California alleging that Razorfish breached the terms of a lease for a space
in San Francisco, California. Shearwater claims that Razorfish did not meet
certain construction

                                      7

<PAGE>

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. At present, Razorfish is not in a position to
predict the outcome of this action. Razorfish intends to defend its interests
in the action vigorously.

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

7. RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

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

Information Regarding Forward-Looking Statements

   Statements in this quarterly report about our future results, levels of
activity, performance, goals or achievements or other future events constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements involve known and unknown
risks, uncertainties and

                                      8

<PAGE>

other factors that may cause actual results or events to differ materially from
those anticipated in our forward-looking statements. These statements include,
but are not limited to, the statements regarding:

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

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

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

 . our plans to continue to expand through strategic acquisitions;

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

 . our plans to increase our client base; and

 . our plans to improve our future financial performance.

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

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

 . unanticipated trends and conditions in our industry;

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

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

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

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

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

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

  Overview

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


                                      9

<PAGE>

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

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

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

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

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

  Operating and other expenses

   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

                                      10

<PAGE>

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; and

 . pricing changes in the information technology services market.

   The Company expects this trend to continue.

  Results of operations

  Revenues

   The Company's revenues decreased $21.4 million, or 33.4%, to $42.7 million
for the three months ended March 31, 2001 from $64.1 million for the comparable
period in 2000. This decrease in revenue was primarily due to significant
reduction in demand for services experienced by consultants which provide
similar services to Razorfish. The Company's average bill rate for its services
was relatively similar during the three months ended March 31, 2001 as compared
to the three months ended March 31, 2000, therefore the decline was
predominately due to lower volume. 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 $.9 million, or 3.0%, to
$28.9 million for the three months ended March 31, 2001 from $29.9 million for
the comparable period in 2000. The decrease is due a reduction in workforce of
318 billable employees from an average headcount of 1,552 billable employees at
January 1, 2001 to an average headcount of 1,234 billable employees at March
31, 2001 as a part of Razorfish's ongoing restructuring plan which was
implemented due to reduced revenue levels.

  Sales and marketing

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

                                      11

<PAGE>

  General and administrative

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

  Restructuring charge

   The Company's restructuring charge of $12.8 million is comprised of charges
of approximately $8.2 million of severance expenses paid during the first
quarter of 2001, approximately $2.4 million in accrued severance expenses which
were paid during April 2001 and approximately $2.2 million of expenses relating
to future lease payments on property no longer occupied by Razorfish. The
restructuring plan resulted in the termination of approximately 660 personnel
(530 of whom were project personnel and 130 of whom were sales and marketing
and general and administrative personnel). We realized cost savings from these
actions of approximately $15.0 million for the three months ended March 31,
2001 and we expect annual cost savings of $70.0 to $75.0 million of which
approximately 75% relates to project personnel costs, 7% to sales and marketing
costs and 18% 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.

  Amortization of intangibles

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

  Income Taxes

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

  Liquidity and Capital Resources

   Razorfish believes that based on its cost reduction efforts, which have
included major workforce reductions in the first quarter 2001 and will include
additional cost reductions if necessary, the Company will return to
profitability and that cash generated by operations combined with its current
cash position will be sufficient to meet its working capital needs for the next
twelve months.

   The Company's net cash used in operating activities was $17.3 million for
the three months ended March 31, 2001 compared to net cash used in operating
activities of $6.9 million for the three months ended March 31, 2000. Net cash
used in operating activities during the period ended March 31, 2001 was mainly
due to a net loss of $24.9 million, and a decrease in accounts payable and
other current liabilities of $1.9 million and $1.2 million respectively. This
was partially offset by an decrease in accounts receivable and unbilled revenue
of $4.0 million and $2.2 million respectively, depreciation and amortization of
$2.5 million, and an increase in deferred revenues of $1.2 million. The
Company's net cash used in operating activities was $6.9 million for the three
months ended March 31, 2000. Net cash used in operating activities during the
period ended March 31, 2000 was mainly due to

                                      12

<PAGE>

an increase in unbilled revenues of $7.6 million, a decrease in accounts
payable and accrued expenses of $6.4 million, an increase in accounts
receivable of $4.2 million, and an increase in prepaid and other current assets
of $1.5 million. This was partially offset by an increase in other liabilities
of $5.5 million, depreciation and amortization of $4.6 million, tax benefit due
to stock option exercises of $3.5 million, and in increase in deferred revenues
of $1.1 million.

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

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

  Capital expenditures, earn-out payments and rent expenses

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

  Currency fluctuation and the euro conversion

   Several counties of the European Union have agreed to adopt the euro as
their common legal currency. On January 1, 1999, these members began the
process of converting their native currencies to the euro, and on that date the
euro commenced trading on currency exchanges and became available for non-cash
transactions. For the period from January 1, 1999 to January 1, 2002, both the
euro and the native currencies will be legal tender in the participating member
states. During this period, the conversion rates for currencies will be
determined by a formula that has been established by the European Commission.
On January 1, 2002, new euro-denominated bills and coins will be fully deployed
and all native bills and coins will be withdrawn by July 1, 2002.

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

                                      13

<PAGE>

                          PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Item 5. Other Events.

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

  Separation Agreement with Mr. Dachis

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

  Separation Agreement with Mr. Kanarick

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

  10b5-1 Selling Plans

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

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

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

   (a) Exhibits

<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)

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

                                      14

<PAGE>

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

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

     4.7    Specimen Common Stock Certificate of Razorfish.(1)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      15

<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 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>

                                      16

<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.*

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

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

    21.1    Subsidiaries of Razorfish.(6)

    99.1    Press release dated May 3, 2001.*
</TABLE>
--------
 * Previously filed.
(1)Filed as an exhibit to Razorfish's Registration Statement on Form S-1 or
   amendments thereto declared effective by the Securities and Exchange
   Commission on April 26, 1999 (File No. 333-71043) and incorporated herein by
   reference.
(2)Filed as an exhibit to Razorfish's Registration Statement on Form S-4 or
   amendments thereto declared effective by the Securities and Exchange
   Commission on October 1, 1999 (File No. 333-87031) and incorporated herein
   by reference.
(3)Filed as an exhibit to Razorfish's Report on Form 8-K/A that was filed with
   the Securities and Exchange Commission on June 30, 2000 and incorporated
   herein by reference.
(4)Filed as exhibit to Razorfish's Report on Form 10-Q that was filed with the
   Securities and Exchange Commission on August 14, 2000 and incorporated
   herein by reference.
(5)Filed as an exhibit to Razorfish's Report on Form 10-K that was filed with
   the Securities and Exchange Commission on April 2, 2001 and incorporated
   herein by reference.
(6)Filed as an exhibit to Razorfish's Report on Form 10-K/A, Amendment No. 1,
   that was filed with the Securities and Exchange Commission on April 30, 2001
   and incorporated herein by reference.

   (b) Reports on Form 8-K.

   None.

                                      17

<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)

                                      18