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


                                   FORM 10-QSB


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

         For the quarterly period ended March 31, 2000

[   ]    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: 1-14076
                                  VIZACOM INC.
        (Exact name of small business issuer as specified in its charter)


              Delaware                              22-3270045
    (State or other jurisdiction                   (IRS Employer
  of incorporation or organization)           Identification Number)

                             Glenpointe Centre East
                     300 Frank W. Burr Boulevard, 7th Floor
                            Teaneck, New Jersey 07666
                    (Address of principal executive offices)

                                 (201) 928-1001
                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 12,051,739 shares of Common Stock, as
of May 9, 2000.

Transitional Small Business Disclosure Format (check one):  Yes [  ]   No [ X ]

<PAGE>


                                  VIZACOM INC.

                                TABLE OF CONTENTS

                          PART I. FINANCIAL INFORMATION


Item                                                                       Pages
----                                                                       -----

Item 1.  Financial Statements:

Condensed Consolidated Balance Sheets as of March 31, 2000 (Unaudited)
   and December 31, 1999                                                     3

Condensed Consolidated Statements of Operations for the Three Months
   Ended March 31, 2000 and 1999 (Unaudited)                                 4

Condensed Consolidated Statement of Changes in Stockholders' Equity
   for the Three Months Ended March 31, 2000 (Unaudited)                     5

Condensed Consolidated Statements of Cash Flows for the Three Months
   Ended March 31, 2000 and 1999 (Unaudited)                                 6

Notes to Condensed Consolidated Financial Statements                      7-12

Item 2.  Management's Discussion and Analysis of Financial Condition
   and Results of Operations                                             13-19


                                       2
<PAGE>


                                  VIZACOM INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                            March 31,         December 31,
                                                                              2000                1999
                                                                          ------------        -----------
ASSETS                                                                     (Unaudited)
Current assets:
<S>                                                                        <C>                <C>
   Cash and cash equivalents                                               $ 4,598,631        $ 1,730,495
   Marketable securities                                                       152,928          2,746,678
   Receivables
      Trade, less allowances of $810,557 and $434,290                        4,736,733            558,550
      Other                                                                    200,621             88,842
      Notes                                                                     80,356             86,018
    Inventories                                                              1,678,360          1,457,604
    Prepaid expenses and other current assets                                  535,084            526,552
                                                                          ------------       ------------
           Total current assets                                             11,982,713          7,194,739

Property and equipment, net                                                    975,063            828,108
Goodwill, net of accumulated amortization of $401,421
   and $256,066                                                             12,953,470            118,665
Restricted cash                                                              1,638,092            259,838
Deferred consulting costs                                                    1,507,236          1,269,859
Other assets                                                                 1,090,144            803,762
                                                                          ------------       ------------
           Total assets                                                   $ 30,146,718       $ 10,474,971
                                                                          ============       ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                       $  4,356,298       $  4,111,748
   Accrued liabilities                                                       2,775,135          1,816,744
   Subscription liability                                                    1,378,254                  -
   Sales and value-added taxes payable                                         309,020            393,927
   Current portion of capital lease obligations                                157,916             63,792
   Current portion of long-term debt                                         3,633,430            155,554
                                                                          ------------       ------------
           Total current liabilities                                        12,610,053          6,541,765

Capital lease obligations, less current portion                                110,990             98,265
Long-term debt, less current maturities                                        114,682            100,410
                                                                          ------------       ------------
           Total liabilities                                                12,835,725          6,740,440
                                                                          ------------       ------------

Commitments and contingencies

Stockholders' equity:
   Common stock, par value $.001 per share,
       60,000,000 shares authorized, 11,885,634
       and 7,235,578 shares issued                                              11,886              7,236
   Additional paid-in capital                                               66,530,433         49,851,699
   Accumulated deficit                                                     (49,256,155)       (47,864,635)
   Accumulated other comprehensive income                                       35,224          1,750,626
   Treasury stock, 3,095 shares, at cost                                       (10,395)           (10,395)
                                                                          ------------       ------------
              Total stockholders' equity                                    17,310,993          3,734,531
                                                                          ------------       ------------
              Total liabilities and stockholders' equity                  $ 30,146,718       $ 10,474,971
                                                                          ============       ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>


                                  VIZACOM INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                        Three Months Ended March 31,
                                                        ----------------------------
                                                             2000           1999
                                                        ----------------------------

<S>                                                     <C>            <C>
Net sales                                               $ 3,942,465    $ 4,935,528
Cost of sales                                             1,316,024      1,532,965
Gross profit                                              2,626,441      3,402,563

Selling, general and administrative expenses              4,740,481      4,004,396
Product development                                         162,574        153,369
Amortization of goodwill and purchased technology           145,355        594,320
Realized gain on marketable securities                   (1,095,348)          --
Unrealized holding gain on marketable securities               --         (660,000)
Other expenses (income), net                                 64,899        (17,580)
                                                        -----------    -----------
                                                          4,017,961      4,074,505

       Net loss                                          (1,391,520)      (671,942)

Dividends on Series A and Series C Preferred Stock             --          (26,161)
                                                        -----------    -----------

       Net loss attributable to common stockholders     $(1,391,520)   $  (698,103)
                                                        ===========    ===========

Net loss per common share:
        Net loss per common share - basic and diluted   $     (0.18)   $     (0.13)
                                                        ===========    ===========

        Weighted average number of common shares
          outstanding - basic and diluted                 7,918,316      5,179,394
                                                        ===========    ===========
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>


                                  VIZACOM INC.
       CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                                    Additional
                                                                                                     Paid-In       Accumulated
                                                                           Shares       Amount       Capital         Deficit
                                                                        -------------- ---------- --------------   -------------
<S>                                                                         <C>          <C>        <C>            <C>
Balance at December 31, 1999                                                7,235,578    $ 7,236    $ 49,851,699   $ (47,864,635)

Net loss                                                                            -          -               -      (1,391,520)
Unrealized holding gain                                                             -          -               -               -
Currency translation adjustment                                                     -          -               -               -
                                                                                                                   -------------
Total comprehensive income                                                                                            (1,391,520)
                                                                                                                   -------------
Sale of common stock in private placements, net                             1,699,425      1,699       6,646,506               -
Common stock issued on exercise of warrants and  stock options                318,943        319         644,356               -
Common stock issued in connection with acquisitions                         2,631,688      2,632       8,497,368               -
Issuance of options to consultants in  connection with an acquisition               -          -         186,500               -
Issuance of  warrants in connection with line of credit                             -          -         382,500               -
Issuance of options and warrants for consulting services                            -          -         321,504               -

                                                                        -------------   --------    ------------   -------------
Balance at March 31, 2000                                                  11,885,634   $ 11,886    $ 66,530,433   $ (49,256,155)
                                                                        =============   ========    ============   =============

<CAPTION>

                                                                         Accumulated
                                                                            Other                       Total
                                                                        Comprehensive    Treasury   Stockholders'
                                                                        Income (Loss)      Stock        Equity
                                                                        --------------   ---------- -------------
<S>                                                                        <C>           <C>           <C>
Balance at December 31, 1999                                               $ 1,750,626   $ (10,395)    $ 3,734,531

Net loss                                                                             -           -               -
Unrealized holding gain                                                     (1,696,578)          -               -
Currency translation adjustment                                                (18,824)          -               -
                                                                           -----------
Total comprehensive income                                                  (1,715,402)          -      (3,106,922)
                                                                           -----------
Sale of common stock in private placements, net                                      -           -       6,648,205
Common stock issued on exercise of warrants and  stock options                       -           -         644,675
Common stock issued in connection with acquisitions                                  -           -       8,500,000
Issuance of options to consultants in  connection with an acquisition                -           -         186,500
Issuance of  warrants in connection with line of credit                              -           -         382,500
Issuance of options and warrants for consulting services                             -           -         321,504

                                                                           -----------   ---------    ------------
Balance at March 31, 2000                                                  $    35,224   $ (10,395)   $ 17,310,993
                                                                           ===========   =========    ============
</TABLE>



See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>


                                  VIZACOM INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                              -----------    -----------
                                                                                  2000           1999
                                                                              -----------    -----------
Operating activities:
<S>                                                                           <C>            <C>
Net loss                                                                      $(1,391,520)   $  (671,942)
Adjustments to reconcile net loss to net cash used in operating activities:
   Depreciation and amortization                                                  407,235        635,205
   Unrealized holding gain on trading securities                                     --         (660,000)
   Realized gain on marketable securities                                      (1,095,348)          --
   Warrants and stock options issued for consulting services                      321,504           --
   Changes in assets and liabilities, net of effects of acquisitions:
      Receivables                                                                (220,059)       608,508
      Inventories                                                                 187,777          6,765
      Prepaid expenses and other current assets                                     6,479       (526,686)
      Other assets                                                               (162,732)       (14,584)
      Accounts payable                                                         (1,041,798)       191,685
      Accrued liabilities                                                         622,050       (753,029)
      Sales and value-added taxes payable                                         (63,954)          --
                                                                              ===========    ===========
             Net cash used in operating activities                             (2,430,366)    (1,184,078)
                                                                              ===========    ===========

Investing activities:
Purchase of property and equipment                                                (76,468)       (13,519)
Investment in website                                                            (119,676)          --
Increase in resricted cash                                                     (1,378,254)          --
Collection of note receivable                                                       5,662           --
Payment for acquisitions, net of cash acquired                                 (1,694,990)          --
                                                                              ===========    ===========
             Net cash used in investing activities                             (3,263,726)       (13,519)
                                                                              ===========    ===========

Financing activities:
Proceeds from sale of common stock - net                                        6,648,205           --
Capital stock subscriptions received                                            1,378,254           --
Proceeds from exercise of warrants and options                                    644,675          5,500
Payment of long-term debt and capital lease obligations                          (108,906)       (55,127)
Costs related to issuance of equity instruments                                      --          (33,905)
                                                                              ===========    ===========
            Net cash provided by (used in) financing activities                 8,562,228        (83,532)
                                                                              ===========    ===========

Increase (decrease) in cash and cash equivalents                                2,868,136     (1,281,129)
Cash and cash equivalents at beginning of period                                1,730,495      2,377,648
                                                                              ===========    ===========
Cash and cash equivalents at end of period                                    $ 4,598,631    $ 1,096,519
                                                                              ===========    ===========

Supplemental disclosure of cash flow information:
  Interest                                                                    $    27,091    $     5,152
                                                                              ===========    ===========
  Income taxes                                                                $      --      $      --
                                                                              ===========    ===========

Supplemental disclosure of non-cash financing and investing activities:
  Fixed assets additions acquired with capital lease obligations              $    23,154    $      --
                                                                              ===========    ===========
  Dividends accrued on preferred stock                                        $      --      $    26,161
                                                                              ===========    ===========
  Fair value of net assets acquired for common stock,
    stock options, and notes payable (see Note 3)                             $ 9,949,245    $      --
                                                                              ===========    ===========
</TABLE>


See accompanying notes to condensed consolidated financial statements.


                                       6
<PAGE>


                                  VIZACOM INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   Basis of Presentation

     The accompanying  unaudited condensed  consolidated financial statements of
     Vizacom  Inc.  and its wholly  owned  subsidiaries,  have been  prepared in
     accordance  with  generally  accepted  accounting  principles  for  interim
     financial information and with the instructions to Form 10-QSB and Item 310
     of Regulation S-B. Accordingly,  they do not include all of the information
     and footnotes  required by generally  accepted  accounting  principles  for
     complete  financial   statements.   In  the  opinion  of  management,   all
     adjustments  (consisting of normal recurring accruals) considered necessary
     for a fair  presentation  have been  included.  Operating  results  for the
     three-month  period ended March 31, 2000 are not necessarily  indicative of
     the results that may be expected for the year ending December 31, 2000. For
     further  information,  refer to the consolidated  financial  statements and
     footnotes  thereto  included in the Company's  Annual Report on Form 10-KSB
     for the year ended December 31, 1999.

     The condensed  consolidated  balance sheet as of December 31, 1999 has been
     derived from the Company's  audited  consolidated  balance sheet as of that
     date.

2.   Significant Accounting Policies

     Business Combinations

     The Company has accounted for all business  combinations under the purchase
     method of accounting.  Under this method the purchase price is allocated to
     the assets and liabilities of the acquired enterprise as of the acquisition
     date based on their estimated  respective fair values, which are subject to
     revision for a period not to exceed one year from the date of  acquisition.
     The results of operations of the acquired  enterprises  are included in the
     Company's  consolidated  financial  statements for the period subsequent to
     their acquisition.

     Product Development Costs

     Costs incurred in the development of new software  products are expensed as
     incurred until  technological  feasibility  has been  established.  Product
     enhancement  costs  for  products  which  have  established   technological
     feasibility are capitalized,  and  capitalization  is discontinued when the
     product is available for sale.  Approximately $624,000 had been capitalized
     through March 31, 2000. Amortization, which commences when the products are
     available for general  release to customers,  is computed at the greater of
     the  straight-line  rate over the  estimated  life of each  product,  or an
     amount  based on the ratio of current  revenues to the total of current and
     anticipated revenues.

     Web Site Development Costs

     Certain direct internal and external costs of web site development incurred
     during  the  application   development  stage  are  being  capitalized  and
     amortized over a three-year  period.  At March 31, 2000,  $330,000 of these
     remaining  development  costs, net of $58,081 of accumulated  amortization,
     are included in other assets.


                                       7
<PAGE>


                                  VIZACOM INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

3.   Acquisitions

     On February 15, 2000, the Company acquired Renaissance Computer Art Center,
     Inc., d/b/a  Renaissance  Multimedia,  a New York City based website design
     firm.  The  aggregate  purchase  price,  including  all direct  costs,  was
     $2,662,101  and was paid  through  the  issuance  of 449,870  shares of the
     Company's  common stock and a $250,000  cash payment.  The Company  entered
     into a three-year  employment  contract with the  President of  Renaissance
     Multimedia  at an annual  salary of $175,000,  with  certain  predetermined
     performance  bonus targets.  Additionally,  the Company  granted options to
     purchase an aggregate of 600,000  shares of its common stock under its 1994
     Long Term  Incentive Plan to certain  employees of Renaissance  Multimedia.
     The  acquisition was accounted for under the purchase method of accounting.
     Accordingly,  the consolidated  financial statements of the Company include
     the  results of this  business  subsequent  to the  acquisition  date.  The
     purchase price was allocated to the assets acquired and liabilities assumed
     based on their fair values on the date of purchase.  The $2,438,668 cost in
     excess of net assets  acquired of $223,433 is  reflected as goodwill and is
     being amortized over five years.

     On March 9, 2000,  the Company  acquired all of the  outstanding  shares of
     Junction 15 Limited,  a London based  website  design firm.  The  aggregate
     purchase  price,  including all direct costs,  was  $2,724,922 and was paid
     through the issuance of 681,818 shares of the Company's  common stock and a
     $250,000  cash  payment.  The Company  entered into  three-year  employment
     agreements  with two  directors  and  stockholders  of  Junction  15,  with
     starting salaries of approximately $150,000 and $80,000, respectively, with
     various provisions for pensions,  commissions,  and bonuses.  Additionally,
     the Company  granted  options to purchase an aggregate of 250,000 shares of
     its  common  stock  under  its 1994  Long Term  Incentive  Plan to  certain
     employees  of Junction  15. The  acquisition  was  accounted  for under the
     purchase  method of accounting.  Accordingly,  the  consolidated  financial
     statements of the Company  include the results of this business  subsequent
     to the  acquisition  date.  The purchase  price was allocated to the assets
     acquired and liabilities  assumed based on their fair values on the date of
     purchase. The $2,724,922 cost in excess of net assets acquired of $5,171 is
     reflected as goodwill and is being amortized over five years.

     On March 27, 2000,  the Company  acquired PWR Systems,  a Long Island,  New
     York based interactive  integrator and value-added reseller of computer and
     digital information equipment, for $8,326,732.  The purchase price included
     a $1,000,000  cash  payment,  one-year  promissory  notes in the  aggregate
     principal  amount of $500,000,  convertible into the Company's common stock
     at $3.00 per  share,  and  payable  in equal  quarterly  installments  with
     interest of 6.3% per annum,  and 1,500,000  shares of the Company's  common
     stock,  valued at $3 per share,  issued to the two  principals  of PWR. The
     acquisition agreement also calls for additional contingent consideration of
     up  to  $350,000  per  annum  for  the  three-year   period  following  the
     acquisition based upon increases in PWR's earnings before interest,  taxes,
     depreciation,  and amortization.  The Company is further obligated to issue
     additional  common  stock  if,  during  the  twelve  months  following  the
     acquisition,  the market price of the Company's common stock falls below $1
     per share for any  thirty-consecutive  day period. The Company entered into
     three-year  employment  agreements with PWR's two principals  providing for
     annual  salaries of $200,000 to each of them,  and  provisions  for bonuses
     upon attaining specified performance thresholds.  Additionally, the Company
     granted  options to purchase an aggregate  of 750,000  shares of its common
     stock under its 1994 Long Term  Incentive  Plan to officers,  employees and
     independent contractors of PWR. Furthermore,  the Company agreed to prepay,
     upon receipt of gross proceeds of $15,000,000 from equity  offerings,  6.3%
     notes  payable in the  aggregate  principal  amount of  $762,745 to the PWR
     stockholders,  equivalent  to the  retained  earnings of PWR Systems at the
     closing date.  Otherwise,  the note will be paid in quarterly  installments
     through March 2001.  The  acquisition  was accounted for under the purchase
     method of accounting. Accordingly, the consolidated financial statements of
     the  Company  include  the  results  of  this  business  subsequent  to the
     acquisition  date. The purchase price was allocated to the assets  acquired
     and liabilities assumed based on their fair values on the date of purchase.
     The  $7,821,741  cost in excess  of net  assets  acquired  of  $691,491  is
     reflected as goodwill and is being amortized over seven years.


                                       8
<PAGE>


                                  VIZACOM INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

3.   Acquisitions (cont.)

     The following table summarizes the net assets of such acquired businesses:

<TABLE>
<CAPTION>

                                     Renaissance
                Category             Multimedia   Junction 15   PWR Systems         Total
     -------------------------      ------------  -----------   -----------   -----------

<S>                                 <C>           <C>           <C>           <C>
     Current assets                 $   365,983   $   163,614   $ 4,086,805   $ 4,616,402
     Noncurrent assets                   97,990        42,728        21,467       162,185
                                    -----------   -----------   -----------   -----------
     Total assets                       463,973       206,342     4,108,272     4,778,587
                                    -----------   -----------   -----------   -----------

     Current liabilities                209,997       167,997     3,416,781     3,794,775
     Noncurrent liabilities              30,543        33,174                      63,717
                                    -----------   -----------   -----------   -----------
     Total liabilities                  240,540       201,171     3,416,781     3,858,492
                                    -----------   -----------   -----------   -----------

     Net tangible assets acquired       223,433         5,171       691,491       920,095
     Goodwill                         2,438,668     2,719,751     7,821,741    12,980,160
                                    -----------   -----------   -----------   -----------
     Purchase price                 $ 2,662,101   $ 2,724,922   $ 8,513,232   $13,900,255
                                    ===========   ===========   ===========   ===========
</TABLE>


     Under an August 1999  agreement  with a third party,  the Company agreed to
     transfer  certain of our  marketable  securities,  consisting  of shares of
     common  stock  of  Xceed  Inc.,  based  upon  the  consideration  paid  for
     acquisitions  of any company  identified  by this third party.  The Company
     recorded a realized gain of  $1,095,348  during the quarter ended March 31,
     2000 related to 59,813 Xceed shares transferred to this third party for the
     Company's  acquisitions of Renaissance Multimedia and PWR Systems. The gain
     represents the realization of the appreciation in market value at the dates
     of these acquisitions. The third party received 14,953 Xceed shares for the
     Renaissance  Multimedia  acquisition  and 44,860  Xceed  shares for the PWR
     acquisition, resulting in respective gains of $371,962 and $723,386.

4.   Loss per Share

     Basic loss per share is computed based upon the weighted  average number of
     common shares outstanding  during each period presented.  Stock options did
     not have an effect on the computation of diluted  earnings per share in the
     three  month  periods  ended  March  31,  2000 and  1999  since  they  were
     anti-dilutive.

5.   Debt

     On January 8, 2000, as amended March 15, 2000, the Company  entered into an
     agreement  for  a  maximum   $1,000,000   unsecured  line  of  credit  note
     arrangement  with a foreign  company.  Advances under the arrangement  bear
     interest at 8%. The Company borrowed  $1,000,000 on February 17, 2000. This
     borrowing  was paid in full with accrued  interest on March 20, 2000.  With
     the exception of the first advance,  all future advances are payable within
     180 days of the  receipt  of the  advance,  and the credit  facility  has a
     two-year  term.  In  connection  with the first  advance  under this credit
     facility,  the Company issued seven-year  warrants to purchase an aggregate
     of 250,000 shares of its common stock  exercisable at $3.00 per share.  The
     warrants were valued at $382,500 and are being charged to interest  expense
     over the two-year agreement period.


                                       9
<PAGE>


                                  VIZACOM INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

6.   Stockholders' Equity

     On  January 8, 2000,  the  Company  entered  into a  three-year  consulting
     agreement  under  which the  Company  issued  650,000  three-year  warrants
     exercisable at $3.00 per share.  One hundred thousand of these warrants are
     exercisable  immediately,  and 400,000  warrants are  exercisable  upon the
     attainment of specified performance targets. In addition,  150,000 warrants
     are being held in escrow  and are to be  released  on  January 7, 2003,  or
     earlier with the Company's  approval.  The Company has recorded a charge of
     $172,404 related to the currently exercisable 100,000 warrants in the first
     quarter  of 2000,  as well as a $55,354  pro-rata  variable  charge for the
     150,000 warrants subject to escrow.

     In March 2000, the Company completed two private  placements under which it
     sold 1,699,425 shares of its common stock for gross proceeds of $7,609,290.
     Under the first of these  private  placements,  the  Company  sold  936,954
     shares of its common stock and received gross  proceeds of  $4,216,294.  In
     the second private placement, conducted in Europe, the Company sold 762,471
     shares of its common stock for gross proceeds of $3,392,996.

     The Company has received  additional  subscriptions  in the second European
     private  placement for 331,518 shares with an aggregate gross  subscription
     price of  $1,415,255,  of  which  subscriptions  for  309,720  shares,  for
     aggregate gross proceeds of $1,378,254,  were received by the Company as of
     March 31, 2000.  The Company has not as yet accepted  these  subscriptions.
     Accordingly,  at March 31,  2000 the Company has  recorded  the  $1,378,254
     received as restricted cash as well as a subscription liability in the same
     amount.  The Company is awaiting a final  determination by the Nasdaq Stock
     Market  relating to the  non-integration  of the two first quarter  private
     placements  under the Nasdaq  Marketplace  Rules,  or  alternatively,  that
     notwithstanding any such integration of the two private placements that the
     number of shares of common stock issued and issuable does not exceed 20% of
     the  Company's  outstanding  common stock for purposes of such  Marketplace
     Rules.

7.   Litigation

     In the fourth quarter of 1998, an action was commenced  against  Vizacom in
     California  in which  plaintiff  is seeking  $300,000  in  damages  for the
     Company's  alleged  violation  of a lease for office  space  located in San
     Jose,  California.  This is the location at which one of our  subsidiaries,
     Software Publishing Corporation, had its principal place of business and at
     which the Company had its principal  executive offices during the period of
     January 1997 through January 1998. The Company no longer has any offices at
     this  location.  The Company has filed an answer in this action denying the
     plaintiffs'  claims and plans to file a summary  judgement motion seeking a
     determination  in its favor on the claims.  The Company  believes  that the
     plaintiffs claims are without merit and intends to vigorously defend itself
     in this action.

     In  February  2000,  the  Company  received a demand for  arbitration  with
     respect to certain fees payable in connection  with an  investment  banking
     agreement  which it terminated.  The claim calls for payment of $45,000 and
     reinstatement  of  warrants  to purchase  150,000  shares of common  stock,
     cancelled upon termination of the investment banking  agreement,  and legal
     and other expenses in connection with the arbitration. The Company believes
     that the claims in this action are without  merit and intends to vigorously
     defend itself in this action.

     On January 30,  1998,  an action was  commenced  against the  Company,  its
     current chief executive officer and its former chief executive officer. The
     action alleged that the plaintiffs'  investment in 296,333 shares of common
     stock  for  $919,495  was made  based  upon  certain  information  that was
     intended to deceive the  plaintiffs.  The plaintiffs  sought to rescind the
     investment and certain other relief. In April 2000, this case was dismissed
     with prejudice with no further cost to the Company.


                                       10
<PAGE>


                                  VIZACOM INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

7.   Litigation (cont.)

     The Company has other litigation matters in progress in the ordinary course
     of business.  In the opinion of management,  all pending  litigation of the
     Company will be resolved without a material adverse effect on the Company's
     financial position, results of operations or cash flows.

8.   Segment Information

     During the  quarter  ended March 31,  2000,  the  Company  completed  three
     acquisitions described in Note 3. Collectively, the three acquisitions form
     the  foundation  for the  Company's  international  interactive  e-commerce
     solutions  business.  Revenues from this business segment consist primarily
     of  e-commerce  consulting,  website  design,  web and  system  integration
     services and hardware sales.

     The Company's  historical business consists primarily of its direct sale of
     software  and  digital   cameras,   collectively   referred  to  as  visual
     communication  products,  utilizing the Company's direct mail marketing and
     telemarketing operations at our Nashua, New Hampshire,  Nottingham, England
     and  Aachen,   Germany  call  center  locations,   and  its  internet-based
     e-commerce  network  portal  VisualCities.com.  During the first quarter of
     2000, the Company began to market its web-enabled call center  capabilities
     to third party  customers.  During the second  quarter of 2000, the Company
     anticipates reorganizing its historical business into two segments:  visual
     communication  products and  web-enabled  call  centers.  In addition,  the
     Company anticipates that its visual communication  segment will discontinue
     the sale of digital  cameras,  except for  promotional  activities  and the
     liquidation of existing inventories.

     Information  concerning our first quarter  segment  operations is set forth
     below:

<TABLE>
<CAPTION>

                                                      Visual
                                                  Communication
                                                     Products       Interactive       Corporate    Consolidated
                                                     --------       -----------       ---------    ------------

     Quarter ended March 31, 2000:
<S>                                                 <C>             <C>             <C>             <C>
     Net sales                                      $  3,498,871    $    443,594    $       --      $  3,942,465
     Investment gains                                       --              --        (1,095,348)     (1,095,348)
     Segment profit (loss)                            (1,283,198)        (93,519)        (14,803)     (1,391,520)
     Total assets                                      4,631,176      19,958,237       5,557,305      30,146,718
     Depreciation and amortization                        96,734         130,301         180,200         407,235

     Quarter ended March 31, 1999:
     Net sales                                      $  4,935,528    $       --      $       --      $  4,935,528
     Investment gains                                       --              --          (660,000)       (660,000)
     Segment profit (loss)                                (6,757)           --          (665,185)       (671,942)
     Total assets                                      4,472,465            --         4,500,323       8,972,788
     Depreciation and amortization                       628,602            --             6,603         635,205
</TABLE>


                                       11
<PAGE>


                                  VIZACOM INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


9.   Related Party Transactions

     During  the first  quarter  of 2000,  the  Company  incurred  approximately
     $424,000  of  legal  fees,  primarily  in  connection  with  the  Company's
     acquisition and financing  transactions,  to a law firm of which a director
     of the Company is a member. Approximately $480,000 owed to this law firm is
     included in accounts payable at March 31, 2000.

10.  Subsequent Events

     In April  2000,  the  Company  entered  into a letter of intent to  acquire
     certain  operating assets of Silkroad  Interactive Inc. in a cash and stock
     transaction.  Silkroad  Interactive  Inc.  is a New York City based web and
     systems integration company focused on internet security systems,  customer
     relationship   management  software,  and  e-commerce  systems  development
     activities.  The  consummation of this  acquisition is subject to customary
     closing conditions.


                                       12
<PAGE>


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

Statements   contained  in  this   Quarterly   Report  on  Form  10-QSB  include
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the  Exchange  Act.  Forward-looking  statements  involve
known and unknown risks,  uncertainties  and other factors which could cause our
actual results,  performance and  achievements,  whether expressed or implied by
such   forward-looking   statements,   not  to  occur  or  be   realized.   Such
forward-looking statements generally are based upon the Company's best estimates
of future results, performance or achievement, based upon current conditions and
the  most  recent  results  of  operations.  Forward-looking  statements  may be
identified  by the use of  forward-looking  terminology  such as "may,"  "will,"
"expect,"  "believe,"  "estimate,"  "anticipate,"  "continue" or similar  terms,
variations  of those terms or the negative of those terms.  Potential  risks and
uncertainties include, among other things, such factors as:

o    the market acceptance and amount of sales of our products and services,
o    the success of our expansion into Internet and other interactive e-commerce
     solutions offerings, such as web site design,  web-enabled customer service
     and systems integration,
o    our success in integrating the operations of acquired companies,  including
     Renaissance Multimedia, Junction 15 and PWR Systems, into a coordinated and
     complementary operation,
o    the extent that we are able to generate  e-commerce  revenues  from,  build
     membership   in   and   implement   technological   enhancements   to   our
     VisualCities.com Internet commerce network,
o    our ability to retain an active user base,  attract new users and  maintain
     customer   satisfaction  for  our  software   products,   as  well  as  our
     VisualCities.com and other web sites,
o    the  extent  that our  direct  marketing  operations  achieve  satisfactory
     response rates,
o    our ability to obtain sufficient supplies of marketable products,
o    the competitive environment within the industries in which we operate,
o    our ability to raise additional capital,
o    the extent to which we are successful in developing, acquiring or licensing
     products which are accepted by the market,
o    consumer confidence in the security of transactions on our web sites,
o    our ability to attract and retain qualified personnel,
o    business and consumer trends,
o    the cost-effectiveness of our product development activities, and
o    the other  factors and  information  disclosed  and  discussed  under "Risk
     Factors"  below  and in other  sections  of this  Quarterly  Report on Form
     10-QSB.

Investors  should  carefully  consider  such  risks,   uncertainties  and  other
information,  disclosures and discussions  which contain  cautionary  statements
identifying  important  factors  that  could  cause  actual  results  to  differ
materially from those provided in the forward-looking  statements.  We undertake
no  obligation  to  publicly  update or revise any  forward-looking  statements,
whether as a result of new information, future events or otherwise.

Business Overview

We provide business-to-business and business-to-consumer  interactive e-commerce
solutions to businesses  seeking to improve their operations  through the use of
internet, intranet, and extranet-based technologies.  We also develop and market
visual  communication  software products,  resell third-party computer software,
hardware  and  ancillary  products,   and  provide   web-enabled   internet  and
traditional call center services to third parties.

Our  interactive  e-commerce  solutions  are  intended  to aid  our  clients  in
improving business efficiencies, enhancing customer relationships, and marketing
or  branding   their   businesses,   products  and  services.   We  combine  our
industry-specific  knowledge  and local  implementation  abilities  in providing
interactive  e-commerce solutions to companies based in the U.S. and Europe. Our
interactive   e-commerce  solutions  clients  primarily  consist  of  small  and
mid-sized  companies and  divisions  and local offices of large,  multi-national
corporations.  We believe that our highly  respected and  worldwide  brand name,
web-enabled call centers and intellectual property, in conjunction with our core
competencies of direct marketing,  telemarketing,  customer  service,  technical
support and fulfillment  provide a significant  foundation for the growth of our
interactive  e-commerce  solutions  business.  We  believe  that we can  provide
significantly  valuable interactive  e-commerce solutions to our customers.  Our
interactive e-commerce solutions business includes the following services:


                                       13
<PAGE>

o    web  site  development,  including  web  site  graphic  design,  e-business
     consulting,  marketing and  implementation  systems  integration  services,
     including Internet,  intranet and extranet development,  web site-to-legacy
     systems integration, computer network design and implementation, and acting
     as an  authorized  value-added-  reseller  of  computer  and other  digital
     communication equipment, and

o    e-commerce call center services,  including  multi-national,  multi-lingual
     web-enabled call-center sales, customer and technical-support services, and
     related direct marketing, telemarketing and product fulfillment services.

We gained our  competencies  in web site  development  and  systems  integration
through our recent acquisitions of Renaissance  Multimedia,  Junction 15 and PWR
Systems.

We gained our competencies in customer service, telemarketing,  direct marketing
and product  fulfillment  services through our historical business of developing
and marketing our own and third-party  computer  products.  We currently operate
three telemarketing call centers in Nashua, New Hampshire,  Nottingham, England,
and Aachen,  Germany.  We have  web-enabled each of these three centers using an
Internet protocol-based multimedia contact center technology that we licensed on
a worldwide  basis from a third-party.  As such, our call centers are capable of
providing  real-time  chat,  audio and  video  internet  communication  services
between our call-center  representatives,  acting on behalf of our clients,  and
our clients' customers,  under current bandwidth capabilities.  Our call centers
are  operated  on a 24 hours per day,  seven  days per week,  365 days per year,
commonly referred to as on a 24/7/365, basis.

We continue to develop and market visual  communications  products. We currently
offer twenty-eight  software products,  which we developed and own, that operate
on Windows-based  operating  systems for personal and networked  computers.  Our
current  flagship  software  products include Serif PagePlus 6, Harvard Graphics
98, Harvard Graphics Easy Presentations, Serif DrawPlus 4 and Serif PhotoPlus 6.
We also  offer  a  number  of  hardware  products,  primarily  digital  cameras,
manufactured by third parties, and sell software products packaged together with
hardware  products.  As a result of  declining  revenues and margins for digital
cameras  in the first  quarter  of 2000,  we intend to  discontinue  the sale of
digital cameras in the second quarter of 2000, except for promotional  activties
and the liquidation of existing inventories.

Through our Serif Inc. and Serif (Europe) Limited subsidiaries, two companies we
acquired  in May  1996,  we have  over  ten  years  of  experience  in  software
development and international direct marketing and telemarketing. We believe the
Serif brand is highly regarded and well-known  throughout the United Kingdom for
its line of visual communication graphic software products. Through our Software
Publishing  Corporation  subsidiary,  which we acquired in December 1996, we own
the Harvard  Graphics  brand and product line.  We believe the Harvard  Graphics
brand  is   internationally   recognized  as  a  pioneer  in  computer  software
applications,  and is respected  internationally  for its presentation  graphics
software  products.  We continue to explore  additional uses of our intellectual
property, including our exporting of the technologies to operating systems other
than Windows,  such as the open source Linux operating system. We have not as of
yet made a determination as to the  feasibility,  marketability or profitability
of such products or activities.

We  also  operate   VisualCities.com,   a  destination   web  site  that  offers
information, content, membership benefits, products and services targeted at the
visual communication computer products community.  We intend to utilize this web
site to sell visual  communications  products,  including  our own  products and
products manufactured by third parties, to users in our targeted market.


                                       14
<PAGE>


Results of Operations

Three Month Period Ended March 31, 2000 Compared to the Three Month Period Ended
March 31, 1999

General.  We entered the interactive  e-commerce  solutions  business during the
first  quarter of 2000,  as we  completed  three  acquisitions  and raised  over
$7,000,000  from sales of our common  stock.  On February 15, 2000,  we acquired
Renaissance  Multimedia,  a New York City based website design firm; on March 9,
2000 we acquired Junction 15 Limited, a London based website design firm; and on
March 27,  2000 we acquired  PWR Systems  Inc.,  a Long  Island,  New York based
interactive  integrator  and  value-added  reseller.  Collectively  these  three
companies  form the  foundation  for our  international  interactive  e-commerce
solutions business serving the needs of the new economy.

Our historical  business  consists  primarily of our direct sale of software and
digital  cameras,  collectively  referred to as visual  communication  products,
utilizing our direct mail marketing operations at our New Hampshire, Nottingham,
England and Aachen,  Germany call center locations.  During the first quarter of
2000, we began marketing our web-enabled call center capabilities to third party
customers.  As a result of declining revenues and margins for digital cameras in
the first quarter of 2000, we intend to discontinue  the sale of digital cameras
in the  second  quarter  of 2000,  except  for  promotional  activities  and the
liquidation of existing inventories.

Further,  we continued to build-out our web portal community,  Visualcities.com,
which is targeted to visual communication software users.

Our results of operations  were not materially  impacted by our  acquisitions in
the first quarter due to the short time that these acquired companies were owned
by us in the quarter.  We anticipate that these acquired  companies,  as well as
potential future  acquisitions,  will be significant  contributors to our future
growth  strategy.  We are  currently in  negotiations  with several  acquisition
targets in the United States and in Europe. On April 27, 2000, we entered into a
letter of intent to acquire  Silkroad  Interactive,  Inc., a New York City based
company focused on internet security systems,  customer relationship  management
software,  and e-commerce systems  development  activities,  in a cash and stock
transaction. Management is currently integrating these acquired companies.

During the first quarter of 2000 we  experienced a decline in the response rates
in our domestic market, to our customer lead generation  programs for our visual
communication  computer  software  applications  and  digital  cameras.  We  are
currently  reviewing our United States new customer lead generation  programs in
relation to its cost structure and may determine to decrease the level of direct
marketing expenditures related to new customer lead generation. We may terminate
our United  States new  customer  lead  generation  programs if we are unable to
identify  programs which are less costly or produce higher response rates. We do
not believe that our software  upgrade  programs to our existing  customer base,
which we intend to continue,  would be adversely  affected by any such decision.
Management  is   considering   various   actions  to   restructure   our  visual
communications operations, including:

o    Altering our product mix,
o    Refocusing, and/or reducing our direct marketing lead generation activities
     and costs,
o    Charging for technical support,
o    Implementing or expanding our Internet  distribution and marketing methods,
     and
o    Increasing  revenues  through  third  party  contracts  for our call center
     operations.

Net Sales. Net sales decreased in the 2000 first quarter by $993,063,  or 20.1%,
to $3,942,465  from  $4,935,528 in the 1999 first quarter.  Our new  interactive
e-commerce  solutions  segment  contributed  $443,594,  or 11%, of first quarter
sales.  Seventy-nine  percent of our sales  were  through  our direct  marketing
channel and 10% of our sales were through  retail  channels.  The decline in net
sales resulted primarily from a significant decrease in sales of digital cameras
as  compared  to the 1999 first  quarter,  which was our  strongest  quarter for
digital  camera sales.  We also  experienced a decline in response  rates to our
lead generation  software direct marketing  offers.  We provided for returns and
allowances at 13% of gross sales in the 2000 first quarter as compared to 18% of
gross  sales in the 1999 first  quarter,  primarily  as a result of a decline in
hardware sales in the first quarter of 2000, which have higher  historical rates
of returns and allowances.


                                       15
<PAGE>


North America and  International  net sales for first quarter 2000 and 1999 were
as follows:

                                      2000         %           1999           %
                                 -------------  ------     -------------  ------
     North America...........    $   1,277,511   32.4      $   1,685,370    34.1
     International...........        2,664,954   67.6          3,250,158    65.9
                                 -------------  -----      -------------  ------
     Total...................    $   3,942,465  100.0      $   4,935,528   100.0
                                 =============  =====      =============  ======

In the 2000 first  quarter,  approximately  68% of our net sales were  generated
outside the United  States as compared  to  approximately  66% in the 1999 first
quarter.  We  expect  that the  percentage  of visual  communications  net sales
derived from international net sales will continue to increase as we continue to
expand our foreign visual  communications sales operations.  We initially expect
that a higher  percentage  of our  overall  net sales will be  derived  from the
United States since our United  States based  interactive  e-commerce  solutions
business is currently larger than it is internationally.

Gross Profit. Our gross profit for first quarter 2000 was $2,626,441,  or 67% of
our net sales,  compared to $3,402,563,  or 69%, in the 1999 first quarter.  The
decline in gross  margins for 2000  reflects a change in product  mix  resulting
from ordinary fluctuations in our sales of software and hardware, mainly digital
cameras.  Digital cameras produced by third parties carry lower margins than our
proprietary software products.  Our cost of sales consisted primarily of product
costs,  royalties and inventory  allowances  for damaged and obsolete  products.
Product  costs  have  historically  consisted  of  the  costs  to  purchase  the
underlying materials and print both boxes and manuals,  media costs (CD-ROMs and
other media),  assembly costs, and hardware costs.  Cost of sales was $1,316,024
for the first quarter of 2000 as compared to $1,532,965  for 1999, a decrease of
14%, reflecting decreased sales in 2000 as well as the change in product mix.

Our gross margins and operating income have been affected in particular  periods
by the mix of distribution  channels used, the mix of international and domestic
revenues,  the mix of  products  sold and the timing of  product  introductions,
promotional   pricing  and  rebate  offers,   return  privileges  and  marketing
promotions  in connection  with new product  introductions  and upgrades.  These
promotions  have had a negative  influence on average  selling  prices and gross
margins.  In addition,  gross margins have fluctuated on a quarterly basis as we
utilize  alternative direct response  promotions.  Gross margins have also been,
and may continue to be, adversely affected by competitive  pricing strategies in
the software industry as a whole, including competitive upgrade pricing, the OEM
business and alternative  licensing  arrangements.  We expect  additional  gross
margin  fluctuations  for  the  balance  of 2000 as we  expand  our  interactive
e-commerce solutions business.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative expenses ("SG&A") increased by $736,085, or 18%, to $4,740,481 in
the 2000 first quarter from $4,004,396 in the 1999 first quarter.  Approximately
$270,000  of the  increase in SG&A is related to our newly  acquired  companies.
Approximately  $280,000  of the  increase  is related to  various  increases  in
consulting  fees primarily  associated  with  financial and  investment  banking
agreements  relating to long term growth  initiatives  including our acquisition
strategy.  Additionally,  our core direct mail  business  expended  more on list
rentals due to declining  response rates to our marketing  offers.  We establish
several of our marketing expenditure levels based on expected net revenues,  and
periodically review and adjust these variable expenditure levels based on actual
sales  volumes.  We have also incurred  costs related to the  introduction  of a
direct mail  program in  Germany.  Additionally,  we  experienced  increases  in
recruiting  costs related to the competitive  technical  environment in which we
operate,  and salaries and wages increased as additional  staffing and increased
compensation  expenses,  including  for  marketing  personnel,  were incurred in
connection with VisualCities.com Inc., our United States and European expansion,
and the development and implementation of our acquisition strategy.

Amortization  of  Goodwill  and  Purchased   Technology.   This  represents  our
amortization   of  purchased   technology  and  goodwill   associated  with  our
acquisitions  of Serif  and SPC in the 1999  fiscal  period.  In 2000,  $126,618
represents the amortization of goodwill for our newly acquired businesses.

Realized and  Unrealized  Gains on Marketable  Securities.  The realized gain of
$1,095,348 in the 2000 first quarter  represents  the gain  recognized  upon the
transfer  of 59,813  shares of Xceed  stock to a finder  in  connection  with an
August 1999 agreement,  based upon the  appreciation in the market value of such
shares.  The  agreement set forth a formula to determine the number of shares to
be paid the finder upon the closing of an acquisition  target identified


                                       16
<PAGE>


by such finder.  The finder  received  14,953  Xceed shares for the  Renaissance
acquisition  and 44,860  Xceed  shares  for the PWR  acquisition,  resulting  in
respective gains of $371,962 and $723,386.

The  unrealized  gain of  $660,000  in the 1999 first  quarter  represented  the
Company's gain as a result of holding Xceed stock during that period.

Product  Development.  Product  development  expenses in the 2000 first  quarter
increased by $9,205 or 6%, to $162,574 from $153,369 in the 1999 first  quarter.
Product development costs as a percentage of net sales were 4% in the 2000 first
quarter and 3% for the 1999 first quarter. We capitalized approximately $146,000
in the 2000 first  quarter and $50,000 in the 1999 first  quarter of our product
development   costs   associated  with  product   designs  where   technological
feasibility  has been  established  and where the product will not be brought to
market  for at least  twelve  months.  All  other  development  costs  have been
expensed in the period  incurred.  We intend to  continue to acquire  externally
developed technology, explore strategic alliances and other methods of acquiring
or licensing  technology,  and invest in certain internal development  projects,
including  the  updating  of  existing  products.  We believe  that  development
expenses may  increase in dollar  amount in the future,  although our  long-term
goal is to continue  to reduce  product  development  costs as a  percentage  of
sales.   Because  of  the  inherent   uncertainties   associated  with  software
development  projects,   there  can  be  no  assurance  that  our  research  and
development efforts will result in successful product introductions or increased
revenues or profitability.

Other (income) expense. Other expense, net amounted to $64,899 in the 2000 first
quarter,  as compared to other income, net of $17,580 in the 1999 first quarter,
primarily because of a non-cash interest charge of approximately $47,000 related
to the amortization of the warrants issued in connection with the Company's line
of credit facility.

Liquidity and Capital Resources

Our cash and cash equivalents increased by $2,868,136 to $4,598,631 at March 31,
2000 from $1,730,495 at December  31,1999,  primarily as a result our receipt of
$7,292,880  in  proceeds  from  financing  activities,  which  more than  offset
$2,430,366  of cash  used for  operations  and  $1,885,472  used  primarily  for
investments  relating to the cash  portion of three  business  acquisitions.  In
addition,  we received  $1,378,254 of advance  payments for stock  subscriptions
which  are  reflected  as  restricted  cash  and  a  corresponding  subscription
liability pending acceptance of such subscriptions by the Company. Our operating
and investing  activities for the 2000 first quarter were  primarily  related to
the acquisition of three new companies, increased direct marketing expenditures,
the development of our VisualCities.com website, our European expansion, and the
costs associated with the development of future software products.  We intend to
continue  to utilize  our  working  capital in 2000 to finance  the costs of our
interactive  e-commerce solutions business,  including the costs of acquisitions
and the respective working capital needs of acquired companies, for Internet web
site  development,  European  expansion,  product  development,   marketing  and
advertising,  for capital  expenditures,  including  the  purchase of  computer,
accounting and internet  services  equipment and software,  and for internal and
external  software  development.  Our cash  requirements,  however,  may  change
depending upon numerous  factors,  including,  without  limitation,  the cost of
integrating  our businesses and the need to finance the licensing or acquisition
of third party software,  as well as increased inventory and accounts receivable
arising  from the sale and  shipment of new or  additional  products.  Our first
quarter 2000  financing  activities  consisted of the receipt of net proceeds of
$6,648,205  from the sale of our common stock,  $644,675 from option and warrant
exercises,  and the repayment of $108,906 of debt and lease obligations.  We had
working  capital of $(627,340)  at March 31, 2000, a decline of $1,280,314  from
our working  capital at December 31, 1999 of $652,974,  primarily as a result of
operating losses and investments in new businesses.

We believe that our existing cash and cash  equivalents  and cash generated from
operations,  if any,  together  with the proceeds of any  financings,  should be
sufficient to meet our currently  anticipated  liquidity and capital expenditure
requirements for the next twelve months. We intend to seek additional  financing
through one or more debt, equity or convertible  securities offerings;  however,
there  can no  assurance  that we will be  successful  in  completing  any  such
offering or offerings,  or that the terms of any such offering or offerings will
be  beneficial to the Company or its  stockholders.  In March 2000, we completed
private  placements  of our common stock for an  aggregate  of 1,699,425  shares
raising  aggregate  gross proceeds of $7,609,290,  before  associated  placement
costs.  We  utilized  approximately  $5,000,000  of these  proceeds  to fund our
acquisitions and associated  legal and other costs thereof;  for working capital
needs of  Renaissance  Multimedia,  Junction 15, and PWR Systems in February and
March 2000; and for repayment of our $1,000,000  line of credit loan. We plan to
utilize the remaining proceeds to pursue additional acquisition targets,  expand
our VisualCities.com  website,  including  promotional  activities,  develop our
interactive  e-commerce  solutions  business,  expand our  European  operations,
develop  additional  software  products,  and fund  our  other  working  capital
requirements.  In the first quarter of 2000 we entered into a two-year unsecured
line of credit agreement for maximum borrowings of $1,000,000, at an 8% interest
rate, with a foreign company. We borrowed


                                       17
<PAGE>


$1,000,000  under this agreement in February 2000.  This loan was repaid in full
with accrued  interest on March 20, 2000,  and we now have $1 million  available
under this line of credit.  We have letter of credit facilities of approximately
$260,000  relating to certain lease  obligations.  Serif (Europe)  Limited has a
letter of credit facility of approximately $200,000,  which was fully drawn upon
as of March 31, 2000, with its primary bank in the United Kingdom,  and which is
secured by Serif  (Europe)  Limited  cash  reserves of a similar  amount.  Serif
(Europe)  Limited has bank loans of  approximately  $108,000 at March 31,  2000,
which are secured by substantially all of its assets. Our PWR Systems subsidiary
has a  $1,000,000  bank  credit  facility,  which  we  have  guaranteed,  and an
additional  $1,000,000  credit  facility,  both of which  are  secured  by PWR's
assets.  There can be no assurance  that we will be  successful in attaining our
sales or strategic  goals,  or that  attaining  such goals will have the desired
effect on our cash resources.

Our exposure to foreign  currency gains and losses is partially  mitigated as we
incur operating  expenses in the principal  foreign currency in which we invoice
foreign  customers.  As of March 31, 2000,  the Company had no foreign  exchange
contracts  outstanding.  The Company's  foreign exchange gains and losses may be
expected to  fluctuate  from  period to period  depending  upon the  movement in
exchange rates.

In 1999, we entered into a five-year  consulting  agreement pursuant to which we
are required to pay 0.3% of our net revenue (subject to an annual minimum fee of
$125,000, and an annual maximum fee of $250,000) to the consultant.  The term of
the agreement may be extended  automatically by an additional eighteen months if
we report annual net revenues of $40,000,000,  and an additional eighteen months
should net  revenues  exceed  $60,000,000.  At March 31,  2000,  we have accrued
$156,250 of consulting fees in connection with this agreement.

On July 27,  1999 we  entered  into a  minimum  annual  purchase  commitment  of
approximately  $230,000  with a  distributor  of certain  software  the  Company
intends to sell in its direct mail operation. We anticipate that we will fulfill
such commitment from our operational resources.

Net Operating Loss Carryforwards

We  estimate  our  consolidated  tax  net  operating  loss  carryforwards  to be
approximately  $35  million  at  December  31,  1999,  after  consideration  for
limitations on the use thereof,  which expire in years 2002 through 2019.  Under
Section 382 of the  Internal  Revenue  Code of 1986,  as amended  (the  "Code"),
changes in the ownership or the business of a corporation that has net operating
loss  carryforwards  can result in the  inability  to use or the  imposition  of
significant  restrictions on the use of such net operating loss carryforwards to
offset  future  income and tax  liability  of such  corporation.  An  "ownership
change"  may be deemed to have  occurred  under  Section 382 of the Code and the
regulations  thereunder with respect to both the Company and SPC, and the use by
the  Company  of  these  net  operating  loss  carryforwards  will  be  limited.
Utilization  of the net  operating  loss  carryforwards  of SPC  may be  further
limited by reason of the  consolidated  return/separate  return  limitation year
rules.  We  estimate  the  maximum   utilization  of  such  net  operating  loss
carryforwards  to be  approximately  $1,200,000  per  year  for  losses  through
December 31, 1996. There can be no assurance that we will be able to utilize all
of our net  operating  loss carry-  forwards.  In addition,  the foreign  losses
incurred by SPC may decrease or otherwise restrict our ability to claim U.S. tax
credits for foreign income taxes.

Possible Tax Obligation

We have applied for a closing  agreement with the IRS pursuant to which we would
become jointly and severally liable for SPC's tax obligations upon occurrence of
a "triggering event" requiring  recapture of dual consolidated losses previously
utilized by SPC.  Such  closing  agreement  would avoid SPC's being  required to
recognize a tax of approximately  $8 million on  approximately  $24.5 million of
SPC's previous dual consolidated  losses. The IRS notified us that it determined
not to act on our application until SPC submitted certain filings  pertaining to
pre-acquisition  consolidated  tax  year  return  filings  made by SPC.  We have
submitted these filings in an application for relief. We believe that should the
IRS accept the application for relief,  and once a re-application  for a closing
agreement is made, the IRS should agree to such a closing agreement. However, no
assurance  can be given that the IRS will do so, and any  failure to do so could
result in the recognition of this tax liability. Should such a closing agreement
be obtained, in certain circumstances,  a future acquirer of Vizacom may also be
required to agree to a similar closing  agreement in order to avoid the same tax
liability, to the extent it is able to do so. This could have a material adverse
effect on our future  ability to sell SPC. The report of our  auditors  covering
the December 31, 1999  consolidated  financial  statements  contains a paragraph
emphasizing these dual consolidated losses.


                                       18
<PAGE>


Seasonality

The computer software market is characterized by significant  seasonal swings in
demand,  which  typically  peak in the fourth quarter of each calendar year. The
seasonal  pattern is due primarily to the increased  demand for software  during
the year-end  holiday buying season and reduced retail and corporate  demand for
business  software  during the European Easter and summer  vacation  period.  We
expect our net sales and  operating  results from our  historical  operations to
continue  to  reflect  this  seasonality.   Our  revenues  may  also  experience
substantial  variations as a result of a number of factors, such as consumer and
business  preferences and  introduction of competing  titles by competitors,  as
well as limited time promotional pricing offers.  There can be no assurance that
we will  achieve  consistent  growth or  profitability  on a quarterly or annual
basis.

We are hopeful that we can mitigate the seasonal  nature of the software  market
with the typically  non-seasonal pattern of our interactive e-commerce solutions
business segment.

Inflation

We  believe  that  inflation  has  generally  not had a  material  impact on our
operations.


                                       19
<PAGE>


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         Reference is hereby made to Item 3 of our Annual Report on Form 10-KSB,
         for the fiscal  year ended  December  31,  1999,  filed  April 15, 2000
         (Commission File  No.:1-14076),  and to the references  therein,  for a
         discussion of all material pending legal proceedings to which we or any
         of our subsidiaries are parties.

Item 2.  Changes in Securities and Use of Proceeds.

         In the first quarter of 2000, we issued an aggregate of 226,695  shares
         of our common stock to a total of fifteen  individuals and entities for
         gross  proceeds of  $469,226  upon  exercise of warrants  held by these
         individuals  and  entities.  The  issuance of such shares were  private
         transactions  exempt  from  registration  under  Section  4(2)  of  the
         Securities Act.

         In  connection  with  our  acquisition  of  Renaissance  Multimedia  in
         February 2000, we sold and issued an aggregate of 449,870 shares of our
         common stock to the former shareholders of Renaissance Multimedia.  The
         issuance  of  such  shares  was  a  private   transaction  exempt  from
         registration under Section 4(2) of the Securities Act.

         In  connection  with our  acquisition  of Junction 15 in March 2000, we
         sold and issued an aggregate  of 681,818  shares of our common stock to
         the former shareholders of Junction 15. The issuance of such shares was
         a private  transaction  exempt from registration  under Section 4(2) of
         the Securities Act.

         In  connection  with our  acquisition  of PWR Systems in March 2000, we
         sold and issued an aggregate of 1,500,000 shares of our common stock to
         the former shareholders of PWR Systems. The issuance of such shares was
         a private  transaction  exempt from registration  under Section 4(2) of
         the Securities Act.

         In March 2000, we sold a total of 936,954 shares of our common stock to
         45 accredited investors for gross proceeds of $4,216,294.  The issuance
         of these  shares were  private  transactions  exempt from  registration
         under Section 4(2) of the Securities Act of 1933.

         In  March  2000,  we  accepted  subscriptions  for and  sold a total of
         762,471  shares of our common  stock to eleven  foreign  investors  for
         gross proceeds of $3,392,996. The issuance of these shares were private
         transactions exempt from registration  pursuant to Section 4(2) of, and
         Regulation S promulgated under, the Securities Act.

Item 3.  Defaults Upon Senior Securities.

         None.

Item 4.  Submission of Matters to a Vote of Security Holders.

         None.

Item 5.  Other Information.

         None


                                       20
<PAGE>


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

          (a)  Exhibits.

               Set forth below are all exhibits to this Quarterly Report on Form
               10-QSB.

               Number Description
               ------ -----------

                27    Financial Data Schedule.

          (b)  Reports on Form 8-K.

               On February 22, 2000, we filed a Current Report on Form 8-K (Date
               of Report:  February 15, 2000) with the SEC reporting, as an Item
               2  disclosure,   our   acquisition  of  Renaissance   Multimedia.
               Additionally,  we  reported  as an  Item  5  disclosure  that  we
               borrowed $1 million on February 17, 2000 under our line of credit
               facility.  Financial  statements for Renaissance  Multimedia were
               included  in our Annual  Report on Form 10-KSB for the year ended
               December  31, 1999,  filed with the SEC April 15, 2000.  On April
               17, 2000, we filed an amendment to our Form 8-K  incorporating by
               reference the financial  statements  of  Renaissance  Multimedia.
               This   amendment  to  the  Form  8-K  also   included  pro  forma
               information concerning us, Renaissance  Multimedia,  Junction 15,
               and PWR Systems.

               On March 3, 2000, we filed a Current  Report on Form 8-K (Date of
               Report:  February 28, 2000) with the SEC reporting,  as an Item 5
               disclosure,  our  entering  into  an  agreement  to  acquire  PWR
               Systems.

               On March 21, 2000, we filed a Current Report on Form 8-K (Date of
               Report:  March  9,  2000)  with the SEC  reporting,  as an Item 2
               disclosure,  our  acquisition  of Junction 15.  Additionally,  we
               reported as an Item 5  disclosure  that we modified  and extended
               our original line of credit facility,  appointed Rand Schulman as
               Executive  Vice  President on March 16, 2000, and sold a total of
               936,954  shares of our common stock to 45 investors for aggregate
               gross  proceeds  of  $4,216,293  on  March  17,  2000.  Financial
               statements  of Junction 15 were  included in our Annual Report on
               Form 10-KSB for the year ended December 31, 1999,  filed with the
               SEC on April 15, 2000. On April 17, 2000 we filed an amendment to
               this Form 8-K  incorporating  by reference to our Form 10-KSB the
               financial  statements of Junction 15. This  amendment to Form 8-K
               also included pro forma  information  concerning us,  Renaissance
               Multimedia, Junction 15, and PWR Systems.

               On April 4, 2000, we filed a Current  Report on Form 8-K (Date of
               Report:  March 27,  2000)  with the SEC  reporting,  as an Item 2
               disclosure,  our  acquisition  of PWR Systems.  Additionally,  we
               reported  an Item 5  disclosure  that on March 20, 2000 we repaid
               all  outstanding  amounts due under our line of credit  facility.
               Further,  we  disclosed  in  Item 5 that  on  March  27,  2000 we
               accepted  subscriptions for and sold a total of 762,471 shares of
               our common stock to eleven  foreign  investors for gross proceeds
               of $3,392,996.  Financial statements of PWR Systems were included
               in our Annual  Report on Form 10-KSB for the year ended  December
               31,  1999,  filed  with the SEC on April 15,  2000.  On April 17,
               2000,  we filed an  amendment to this Form 8-K  incorporating  by
               reference  to our Form  10-KSB the  financial  statements  of PWR
               Systems.  This  amendment to our Form 8-K also included pro forma
               information concerning us, Renaissance  Multimedia,  Junction 15,
               and PWR Systems.


                                       21
<PAGE>


                                   SIGNATURES

In accordance  with the  requirements  of the Exchange Act, the  registrant  has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                    VIZACOM, INC.



Dated:  May 16, 2000           By:              /s/ Mark E. Leininger
                                    --------------------------------------------
                                                  Mark E. Leininger
                                        President and Chief Executive Officer
                                            (Principal Executive Officer)


Dated:  May 16, 2000           By:             /s/ Alan W. Schoenbart
                                    --------------------------------------------
                                                 Alan W. Schoenbart
                                         Vice President - Finance, Treasurer
                                             and Chief Financial Officer
                                            (Principal Financial Officer)


                                       22
<PAGE>


                                  VIZACOM INC.
                                INDEX TO EXHIBITS


Exhibit No.       Description

27.               Financial Data Schedule.


                                       23