U.S. Securities and Exchange Commission
                             Washington, D.C. 20549



                                   Form 10-QSB


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

          For the quarterly period ended June 30, 1999

     [ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15 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)

                    3A Oak Road, Fairfield, New Jersey 07004
                    (Address of principal executive offices)

                                 (973) 808-1992
                           (Issuer's telephone number)

                 SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
              (Former name, former address and former fiscal years,
                         if changed since last report)

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: 6,601,544 shares of Common Stock, as
of July 15, 1999.

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 June 30, 1999(Unaudited)
  and December 31, 1998........................................................3
Condensed Consolidated Statements of Operations for the
  Three and Six Months Ended June 30, 1999 and 1998  (Unaudited) ..............4
Condensed Consolidated Statement of Changes in Stockholders' Equity
  for the Six Months Ended June 30,1999 (Unaudited)  ..........................5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended
  June 30, 1999 and 1998 (Unaudited............................................6
Notes to Condensed Consolidated Financial Statements........................7-11

Item 2.  Management's Discussion and Analysis of Financial Condition
  and Results of Operations ...............................................12-18

Part II.  OTHER INFORMATION................................................19-20





                                       2
<PAGE>



                                  VIZACOM INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                 June 30,      December 31,
                                                                                   1999            1998
                                                                               ------------    ------------
                                                                               (Unaudited)
<S>                                                                            <C>             <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                   $    762,742    $  2,377,648
   Marketable securities                                                          2,440,146       1,020,000
   Receivables
       Trade accounts, net                                                          903,642       1,169,233
       Other                                                                        136,569         390,429
       Notes, current portion                                                       221,487          13,026
   Inventories                                                                      589,272         607,181
   Prepaid expenses and other current assets                                      1,176,143         684,268
                                                                               ------------    ------------
           Total current assets                                                   6,230,001       6,261,785

Property and equipment, net                                                         576,813         445,447
Acquired software, net                                                              961,667       2,144,417
Goodwill, net                                                                       156,138         193,611
Restricted cash                                                                     200,000         200,000
Notes receivable, long term portion                                                  73,289          28,078
Other assets                                                                        739,214         724,972
                                                                               ------------    ------------
           Total assets                                                        $  8,937,122    $  9,998,310
                                                                               ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                            $  3,545,641    $  3,484,275
   Accrued liabilities                                                            1,648,243       2,147,394
   Current portion of long-term debt                                                 75,222         195,044
                                                                               ------------    ------------
           Total current liabilities                                              5,269,106       5,826,713

Long-term debt, less current maturities                                              75,084          99,554
                                                                               ------------    ------------
           Total liabilities                                                      5,344,190       5,926,267
                                                                               ------------    ------------

Commitments and Contingencies

Stockholders' equity:
   Preferred Stock
      Class B, Series A, 60,520 shares authorized, none issued                         --              --
      Junior Participating, Series A, 100,000 shares authorized; none issued           --              --
   Serial Preferred Stock, $.001 par value, 1,939,480 shares authorized;
     Class A, 1,500 shares authorized, 0 and 930 shares issued, respectively           --           930,000
     Class C, 1,000 shares authorized, 930 and 0 shares issued, respectively        930,000            --
   Common stock, $.001 par value, 30,000,000 shares authorized;
      issued 5,791,986 and 5,083,653 shares, respectively                             5,792           5,084
   Additional paid-in capital                                                    46,415,141      45,385,487
   Accumulated deficit                                                          (43,734,850)    (42,238,133)
   Accumulated other comprehensive loss                                             (12,756)           --
    Treasury stock, at cost, 3,095 shares                                           (10,395)        (10,395)
                                                                               ------------    ------------
             Total stockholders' equity                                           3,592,932       4,072,043
                                                                               ------------    ------------
             Total liabilities and stockholders' equity                        $  8,937,122    $  9,998,310
                                                                               ============    ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>

                                  VIZACOM INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         Three months ended June 30,    Six months ended June 30,
                                                         --------------------------    --------------------------
                                                            1999           1998           1999           1998
                                                         -----------    -----------    -----------    -----------
<S>                                                      <C>            <C>            <C>            <C>
Net sales                                                $ 4,362,187    $ 4,079,533    $ 9,297,715    $ 8,002,979
Cost of goods sold                                         1,524,653        745,657      3,057,618      1,703,301
                                                         -----------    -----------    -----------    -----------
Gross profit                                               2,837,534      3,333,876      6,240,097      6,299,678

Selling, general and administrative expenses               3,982,247      2,889,044      7,986,643      5,590,873
Product development                                          112,975        517,324        266,344        772,577
Amortization of goodwill and purchased technology            578,528        596,389      1,172,848      1,188,639
Unrealized holding gain on marketable securities            (760,146)          --       (1,420,146)          --
Other  expense (income), net                                (251,295)         5,273       (268,875)       (54,365)
                                                         -----------    -----------    -----------    -----------
                                                           3,662,309      4,008,030      7,736,814      7,497,724

         Loss before income taxes                           (824,775)      (674,154)    (1,496,717)    (1,198,046)

Income taxes                                                    --           44,971           --             --
                                                         -----------    -----------    -----------    -----------

         Net loss                                           (824,775)      (629,183)    (1,496,717)    (1,198,046)

Dividends on Series A and Series C Preferred Stock           (25,155)          --          (51,316)          --
                                                         -----------    -----------    -----------    -----------

         Net loss attributable to common stockholders    $  (849,930)   $  (629,183)   $(1,548,033)   $(1,198,046)
                                                         ===========    ===========    ===========    ===========

Net loss per common share:
         Net loss per common share - basic and diluted   $      (.16)   $      (.18)   $      (.30)   $      (.36)
                                                         ===========    ===========    ===========    ===========
         Weighted average number of common shares
                  outstanding - basic and diluted          5,278,524      3,576,425      5,229,233      3,296,956
                                                         ===========    ===========    ===========    ===========
</TABLE>



See accompanying notes to condensed consolidated financial statements.




                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                       Preferred Stock
                                            -------------------------------------------------------------
                                                         Class A                        Class C                  Common Stock
                                            ---------------------------------   -------------------------  ------------------------
                                                  Shares          Amount           Shares        Amount      Shares         Amount
                                            ---------------------------------------------------------------------------------------
<S>                                                  <C>    <C>                                              <C>           <C>
Balance at December 31, 1998                         930    $    930,000            --             --        5,083,653     $  5,084
Comprehensive income (loss):
Net loss                                            --              --              --             --             --           --
Currency translation adjustment                     --              --              --             --             --           --
Total comprehensive loss                            --              --              --             --             --           --
Exchange of Class A Preferred Stock
 for Class C  Preferred Stock and warrants,
  less related costs                                (930)       (930,000)            930        930,000           --           --
Common stock issued on exercise
  of warrants                                       --              --              --             --          183,333          183
Sale of common stock in private
  placement, net                                    --              --              --             --          525,000          525
Issuance of  options and warrants for
  current and future services                       --              --              --             --             --           --
Dividends on preferred stock                        --              --              --             --             --           --
                                            ---------------------------------------------------------------------------------------
Balance at June 30, 1999                            --              --               930   $    930,000      5,791,986     $  5,792
                                            =======================================================================================

<CAPTION>
                                                                              Accumulated
                                               Additional                        Other                        Total
                                                Paid-in        Accumulated   Comprehensive    Treasury     Stockholders'
                                                Capital          Deficit         Loss          Stock          Equity
<S>                                           <C>             <C>             <C>          <C>             <C>
                                              -------------------------------------------------------------------------
Balance at December 31, 1998                  $ 45,385,487    $(42,238,133)   $    --      $    (10,395)   $  4,072,043
Comprehensive income (loss):
Net loss                                              --        (1,496,717)        --              --
Currency translation adjustment                       --              --        (12,756)           --
Total comprehensive loss                              --              --           --              --        (1,509,473)
Exchange of Class A Preferred Stock
 for Class C  Preferred Stock and warrants,
  less related costs                               (33,905)           --           --              --           (33,905)
Common stock issued on exercise
  of warrants                                        5,317            --           --              --             5,500
Sale of common stock in private
  placement, net                                   987,831            --           --              --           988,356
Issuance of  options and warrants for
  current and future services                      121,727            --           --              --           121,727
Dividends on preferred stock                       (51,316)           --           --              --           (51,316)
                                              -------------------------------------------------------------------------
Balance at June 30, 1999                      $ 46,415,141    $(43,734,850)   $ (12,756)   $    (10,395)   $  3,592,932
                                              =========================================================================
</TABLE>



See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>


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

<TABLE>
<CAPTION>
                                                                           Six Months Ended June 30,
                                                                          --------------------------
                                                                             1999           1998
                                                                          -----------    -----------
<S>                                                                       <C>            <C>
Operating activities:
    Net loss                                                              $(1,496,717)   $(1,198,046)
    Adjustments to reconcile net loss to net cash provided by (used in)
      operating activities:
          Depreciation and amortization                                     1,412,037      1,330,749
          Unrealized holding gain on marketable securities                 (1,420,146)          --
          Gain on licensing of technology                                    (211,006)          --
          Stock options issued for legal services                              20,462           --
          Sale of marketable securities                                          --          173,600
          Changes in assets and liabilities:
               Receivables                                                    519,451       (173,841)
               Inventories                                                     17,909        (43,304)
               Prepaid expenses and other currents assets                    (550,927)        (4,184)
               Other assets                                                    (5,479)       (16,100)
               Accounts payable                                                61,366        558,124
               Accrued liabilities                                           (550,467)    (2,037,923)
                                                                          -----------    -----------
                      Net cash used in operating activities                (2,203,517)    (1,410,925)
                                                                          -----------    -----------

Investment activities:
         Purchase of property and equipment                                  (219,001)       (21,571)
         Collection of notes receivable                                         4,709           --
                                                                          -----------    -----------
                      Net cash used in investing activities                  (214,292)       (21,571)
                                                                          -----------    -----------

Financing activities:
         Payment of long-term debt                                           (144,292)      (104,004)
         Proceeds from sale of common stock, net                              988,356      1,038,247
         Proceeds from warrant exercise                                         5,500           --
         Costs of issuance of preferred stock                                 (33,905)          --
                                                                          -----------    -----------
                      Net cash provided by financing activities               815,659        934,243
                                                                          -----------    -----------

Effect of exchange rate changes on cash and cash equivalents                  (12,756)          --
Net  decrease  in cash and cash equivalents                                (1,614,906)      (498,253)
Cash and cash equivalents, at beginning of period                           2,377,648      2,586,753
                                                                          -----------    -----------
Cash and cash equivalents at end of period                                $   762,742    $ 2,088,500
                                                                          ===========    ===========

Supplemental disclosure of cash flow information:

Interest                                                                  $    10,744    $      --
                                                                          ===========    ===========
Income taxes                                                              $      --      $      --
                                                                          ===========    ===========

Supplemental disclosure of non-cash financing and investing activities:

Dividends accrued on preferred stock                                      $    51,316    $      --
                                                                          ===========    ===========
Warrants issued for other assets                                          $   101,265    $      --
                                                                          ===========    ===========
Common stock issued in payment of liabilities                             $      --      $   107,107
                                                                          ===========    ===========
Common stock issued for services                                          $      --      $   110,500
                                                                          ===========    ===========
</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. (formerly known as Software Publishing  Corporation  Holdings,
     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 six month period
     ended June 30, 1999 are not necessarily  indicative of the results that may
     be expected for the year ending December 31, 1999. 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, 1998.

     The condensed  consolidated  balance sheet as of December 31, 1998 has been
     derived from the Company's  audited  consolidated  balance sheet as of that
     date. See Note 2 with respect to reclassifications.

2.   Significant Accounting Policies

     Software Development Costs

     Product development costs for products which have established technological
     feasibility  are capitalized and  capitalization  is discontinued  when the
     product is available for sale.  Approximately  $166,000 was  capitalized at
     June 30, 1999.  Software  development costs incurred prior to establishment
     of technological feasibility are charged to product development expense.

     Direct-Response Advertising

     Advertising  costs  associated  with  direct-response  advertising,   whose
     primary  purpose is to elicit sales to customers who could be shown to have
     responded specifically to that advertising,  are capitalized and recognized
     ratably in the future as a percentage  of actual  period to total  revenues
     anticipated from such  advertising.  Costs associated with  direct-response
     advertising  include mailing list rental,  postage,  production,  and other
     associated promotional activities.

     Comprehensive Income

     In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
     "Reporting  Comprehensive  Income." SFAS No. 130  establishes  standards of
     reporting and  displaying  comprehensive  income and its  components of net
     income and "other  comprehensive  income" in financial  statements.  "Other
     Comprehensive Income" refers to revenues,  expenses,  gains and losses that
     are not  included  in net  income  but  rather  are  recorded  directly  in
     stockholders' equity.

     Reclassifications

     Certain  reclassifications  have been made to the 1998  amounts  to conform
     with the 1999 presentation.


                                       7
<PAGE>

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


3.   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 and
     warrants did not have an effect on the computation of diluted  earnings per
     share in the six month periods ended June 30, 1999 and 1998 since they were
     anti-dilutive.

4.   Marketable Securities

     The Company accounts for its investment in marketable  securities,  120,000
     shares  of  X-Ceed,  Inc.  common  stock  ("Xceed  Shares"),  as a  trading
     security,  and therefore  records an  unrealized  holding gain or loss each
     period  determined  by the market  value of Xceed Shares at the end of each
     period.  On July 14, 1999, the Board of Directors of the Company called for
     redemption  all  outstanding   shares  of  the  Class  C  11  %  Cumulative
     Non-Convertible  Redeemable  Preferred  Stock ("Class C Preferred")  of the
     Company with a record date for such redemption of July 19, 1999. On July 1,
     1999,  the  Company  agreed  with  the  holder  of such  shares  of Class C
     Preferred  (the  "Holder")  that  in  the  event  the  Company  called  for
     redemption  any of its  shares of Class C  Preferred  within  45 days,  the
     Company  would sell to the Holder  53,815 Xceed Shares owned by the Company
     at a price of $18.44 per Xceed Share,  or $992,349 in the  aggregate.  Such
     transaction  was  consummated  on July 19,  1999.  On August  11,  1999 the
     closing  market  value of Xceed  common  stock was $14.50,  representing  a
     decline of $488,114 in the value of the  Company's  remaining  66,185 Xceed
     Shares.

5.   Stockholders' Equity

     In January 1999, the holder of all 930 shares of the Class A 14% Cumulative
     Non-Convertible  Redeemable  Preferred  Stock ("Class A Preferred")  of the
     Company exchanged such Class A Preferred shares for (i) the issuance of 930
     shares  of the Class C  Preferred  of the  Company,  (ii) the  issuance  of
     warrants to purchase  260,000 shares of Common Stock,  at an exercise price
     of $1.0625 per share, exercisable immediately and expiring in January 2006,
     and (iii) a payment of $7,134  representing  all accrued  dividends  on the
     Class  A  Preferred  through  the  effective  date of  such  exchange.  The
     Certificate  of  Designations   with  respect  to  the  Class  C  Preferred
     authorizes a class of 1,000 shares of Class C Preferred.  Holders of shares
     of Class C Preferred will be entitled to (a)  cumulative  dividends of $110
     per share per annum,  payable  semi-annually on June 30 and December 31, of
     each  calendar  year,  commencing  on  June  30,  1999,  (b) a  liquidation
     preference  of $1,000 per share and (c) the right to elect one  director in
     the  event  the  Corporation  fails to  tender  in full  three  consecutive
     semi-annual  dividend payments.  In addition,  the Company has the right to
     redeem the Class C Preferred,  in part or whole,  at any time, upon payment
     of $1,000 per share of Class C Preferred.

     In February  1999,  the Company  issued  183,333 shares of its common stock
     pursuant to the  exercise  of warrants to purchase  such shares at $.03 per
     share, or $5,500.

     On April 6, 1999 the Company entered into certain annual financial advisory
     and investment  banking  agreements  whereby the Company issued warrants to
     purchase  100,000 and 45,000 shares,  respectively,  of common stock of the
     Company at an exercise price of $1.125.  The warrants are  exercisable  for
     the period from April 6, 2000  through  April 6, 2004.  The  warrants  were
     valued at $69,742  and  $31,523,  respectively,  and are  included in other
     assets.  The Company also issued  options to purchase  25,000 shares of its
     common



                                       8
<PAGE>


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


5.   Stockholders' Equity (cont.)

     stock to employees of its legal counsel,  at an exercise price of $1.03125.
     These  options  were valued at $20,462.  In July 1999,  Options to purchase
     13,625  shares  of  common  stock,  of  the  25,000  options  given  to the
     aforementioned employees, have been cancelled.

     On June 9, 1999,  the Company sold an aggregate of 525,000 shares of Common
     Stock  for  aggregate  gross  proceeds  of  $1,050,000,  before  associated
     transaction costs of $61,644, to twenty-two accredited investors.

     On July 1, 1999,  the Company sold an aggregate of 762,653 shares of common
     stock for  aggregate  gross  proceeds of  $1,510,000  to 45  investors in a
     private  placement  in  which  Joseph  Stevens  &  Company,  Inc.  acted as
     placement agent.

     In July 1999 the  Company  issued  50,000  shares  of  common  stock to the
     members  of  it's  corporate   counsel  in  exchange  for  a  reduction  in
     outstanding fees due to such law firm. See Note 7.

     On July 14,  1999,  the  Board  of  Directors  of the  Company  called  for
     redemption all outstanding  shares of Class C Preferred of the Company with
     a record date for such redemption of July 19, 1999. See Note 4.

     On July 20, 1999 the Company  issued  warrants to purchase an  aggregate of
     225,000 shares of its common stock at an exercise  price of $2.00,  through
     July 20, 2004, in connection with a consulting agreement.

6.   License of Technology

     On June 14, 1999 the Company  entered into an agreement to license  certain
     of its  proprietary  technology  to an  outside  third  party in return for
     certain future payments totaling  $275,000.  For the quarter ended June 30,
     1999 the  Company  recorded  the  present  value of the  payments as a note
     receivable  and included a gain on the licensing of the technology in other
     income amounting to $211,006.

7.   Litigation

     On January  30,  1998,  an action was  commenced  against  the  Company and
     certain current and former officers,  in which  plaintiffs  allege that, in
     October 1997, the plaintiffs  purchased an aggregate  296,333 shares of the
     Company's common stock (adjusted for the May 28,1998  three-for-one reverse
     stock split) for gross  proceeds of $919,495  based upon certain  allegedly
     misleading  statements  made to one of the plaintiffs  which were allegedly
     designed to deceive  plaintiffs as to the Company's true  financial  state.
     Plaintiffs  seek recision of their  investment,  a return of their purchase
     price and certain other relief.  The Company believes that these claims are
     without  merit  and is  vigorously  defending  itself in this  action.  The
     Company has denied the  plaintiffs'  allegations  and asserted  affirmative
     defenses,  including  that  the  plaintiffs'  subscription  agreements  bar
     plaintiffs'  claims,  and has  asserted  counterclaims  that,  among  other
     things,  plaintiffs  breached certain of the  representations  contained in
     their  subscription  agreements,  that one of the  plaintiffs  breached his
     fiduciary duties to the Company and that plaintiffs' violated Section 13(d)
     of the Exchange Act by filing a materially  false and  misleading  Schedule
     13D with  respect to the Common  Stock.  This  action  currently  is in the
     discovery stage.

     In the fourth quarter of 1998, an action was commenced  against the Company
     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.  The Company  believes that  plaintiff's  claims in this
     action are without  merit and intends to  vigorously  defend itself in this
     action.  The  Company  has  filed an  answer  in this  action  denying  the
     plaintiff's  allegations.  This action is currently in the discovery  stage
     and is scheduled for non-


                                       9
<PAGE>

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

7.   Litigation (cont.)

     binding mediation.

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

8.   Related Party Transactions

     During  the  six  months  ended  June  30,  1999,   the  Company   incurred
     approximately  $238,000  of legal fees to a law firm of which a director of
     the Company is a member.  Approximately  $360,000  owed to such law firm is
     included in accounts payable at June 30, 1999. In July 1999,  50,000 shares
     of common  stock were  granted to the  members of this law firm in exchange
     for an agreed  $100,000  reduction in  outstanding  fees.  37,500 shares of
     common stock were granted to the director  with the balance  granted to his
     partner.  In  addition,  in June and July  1999,  options  to  purchase  an
     aggregate of 100,000  shares of common stock were granted to the members of
     this law firm at exercise  prices of $2.75 and $3.08 per share.  Options to
     purchase  75,000 of these shares were granted under the Company's 1994 Long
     Term Incentive Plan.

9.   Foreign and Domestic Operations

     The Company  conducts its business within the computer  software  industry.
     Foreign and domestic  operations for the six months ended June 30, 1999 and
     1998, were as follows:

                                    United States    International  Consolidated
                                    -------------    -------------  ------------

June 30,1999:

Net sales                            $ 3,489,249     $ 5,808,466    $ 9,297,715
                                     ===========     ===========    ===========

Loss before income taxes             $(1,265,228)    $  (231,489)   $(1,496,717)
                                     ===========     ===========    ===========

June 30,1998:

Net sales                            $ 3,830,594     $ 4,172,385    $ 8,002,979
                                     ===========     ===========    ===========

Income (loss) before income taxes    $(1,557,324)    $   359,278    $(1,198,046)
                                     ===========     ===========    ===========

Income tax expense                   $      --       $    44,971    $    44,971
                                     ===========     ===========    ===========




                                       10
<PAGE>


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


10.  Commitments and Contingencies

     In September 1997, the Company applied for a closing agreement with the IRS
     pursuant to which we would become jointly and severally  liable for the tax
     obligations of Software Publishing Corporation ("SPC'), a subsidiary of the
     Company,  upon occurrence of a "triggering  event"  requiring  recapture of
     dual consolidated  losses previously  utilized by SPC. The Company acquired
     SPC in  December  1996.  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  pre-acquisition  dual  consolidated  losses.  The
     Company  recently  received  notification  from  the IRS  that  the IRS has
     determined  not to act on its  application  until such time as SPC  submits
     certain  filings  pertaining to  pre-acquisition  filings made by SPC. Such
     additional  filings require SPC to obtain IRS relief so as to permit SPC to
     appropriately  make the election  allowing SPC to utilize dual consolidated
     losses.  We believe that once the appropriate  prior year filings are made,
     and 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 the  Company 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, 1998 consolidated  financial  statements
     contains a paragraph emphasizing these dual consolidated losses.

     On  July  14,  1999,  the  Company  entered  into a three  year  employment
     agreement with the Company's President and Chief Executive Officer, Mark E.
     Leininger.  Under the terms of the  agreement,  Mr.  Leininger will receive
     $162,500 base pay with minimum $10,000 annual  increases during the term of
     the  agreement.  Such  annual  increases  may  be  revised  upward  at  the
     discretion of the  Compensation  Committee of the Board of  Directors.  Mr.
     Leininger will receive a $25,000 bonus upon the Company's attainment of its
     first  profitable  fiscal  quarter.  Mr.  Leininger  will  also  receive  a
     quarterly  bonus of 3% of the  Company's  net income  before  extraordinary
     items. In the event of a change of control, the agreement provides that Mr.
     Leininger shall have the right to terminate the employment agreement within
     six months  thereafter,  and  receive  payment of three  times the  average
     annual  cash  compensation  paid by the Company to Mr.  Leininger  over the
     previous  five  years,   less  $1.00.   The  agreement   further   contains
     restrictions on the employee  engaging in competition  with the Company for
     the  term  thereof  and  for  up to one  year  thereafter,  and  provisions
     protecting the Company's proprietary rights and information.

     On July 14,  1999 the Company  entered  into a sublease  agreement  for its
     corporate headquarters. Under the sublease agreement the Company will lease
     4,787 square feet of commercial  office space commencing  September 1, 1999
     for a fixed annual rental of $119,675.  The lease runs through  January 31,
     2003.

     On July  27,  1999 the  Company  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.


                                       11
<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, that are not based
on historical fact, include  "forward-looking  statements" within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements included
in this Form 10-QSB  involve known and unknown  risks,  uncertainties  and other
factors  which  could  cause  the  actual  results,  performance  (financial  or
operating)  or  achievements   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 overall  level of business  and  consumer  spending  for  computer
          software,

     o    the market acceptance and amount of sales of the Company's products,

     o    the  extent  that the  Company's  direct  marketing  programs  achieve
          satisfactory response rates,

     o    the ability of the Company to obtain sufficient supplies of successful
          products,

     o    the efficiency of the Company's telemarketing operations,

     o    the competitive  environment  within the computer  software and direct
          marketing industries,

     o    the Company's ability to raise additional capital,

     o    unforeseen  operational  difficulties and financial losses due to year
          2000 computer problems,

     o    the   cost-effectiveness   of  the   Company's   product   development
          activities,

     o    the extent to which the Company is successful in developing, acquiring
          or licensing products which are accepted by the market,

     o    the ability to obtain from the Internal  Revenue  Service ( the "IRS")
          relief to make the  appropriate  election  under the Internal  Revenue
          Code of 1986, as amended ( the "Code"),  which would permit  reporting
          dual  consolidated   losses  by  SPC;  approval  by  the  IRS  of  our
          application  for a closing  agreement,  and  approval  by the IRS of a
          similar  application for a closing  agreement in the event the Company
          chooses to sell SPC in the future, and

     o    the other factors and information disclosed and discussed elsewhere in
          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.  The Company
undertakes  no  obligation  to  publicly  update or revise  any  forward-looking
statements, whether as a result of new information, future events or otherwise.

General

The  Company  makes and sells  computer  software  products  for both the United
States  domestic and  international  markets.  Most of these products are visual
communication tools comprised of desktop publishing,  presentation  graphics and
graphics/drawing  software for the  corporate,  SOHO and consumer  markets.  Our
products  are  intended  to allow the user to improve  the visual and  graphical
appeal as well as the overall  effectiveness  of  documents  and digital  images
produced by either the  Company's  or third  parties'  desktop  publishing,  web
publishing,  presentation  graphics,  e-mail,  word processing and other similar
applications and products.  We currently offer twenty-six  products that operate
on the Windows(R)  98, Windows 95, Windows NT(R),  Windows 3.1 and DOS operating
systems  for IBM  personal  computers  and  compatibles.  We also sell  software
products  together  with certain  computer  hardware,  such as "mouse pens," new
personal  computers and digital  cameras.  We have  established a  multi-channel
distribution system utilizing direct mail, telemarketing,  retail, corporate and
OEM sales channels and also disseminate  some of our software  programs over the
Internet.  The Company currently derives substantially all of its net sales from
products  sold  directly  to  end-users  by its  direct  mail and  telemarketing
centers, and to retailers, distributors and corporate purchasers by its internal
sales  force  and   independent   sales   representatives.   We  estimate   that
approximately  95% of our net sales for the six months  ended June 30, 1999 (the
"1999 Six Month Period") were generated  through the Company's  direct sales and
telemarketing  efforts,  compared  to 81% of our net sales for the period  ended
June 30, 1998 (the "1998 Six Month Period").


                                       12
<PAGE>

North America and International net sales for the three and six months June 30,
1999 and 1998 were as follows:

<TABLE>
<CAPTION>
                             Three Months Ended June 30,                         Six Months Ended June 30,
                -------------------------------------------------   -------------------------------------------------
                          1999                      1998                     1999                      1998
                -----------------------   -----------------------   -----------------------   -----------------------
                  Amount          %         Amount         %          Amount         %          Amount           %
                ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
<S>             <C>               <C>     <C>               <C>     <C>               <C>     <C>               <C>
North America   $1,803,879         41.4   $1,955,375         47.9   $3,489,249         37.5   $3,830,594         47.9
International    2,558,308         58.6    2,124,158         52.1    5,808,466         62.5    4,172,385         52.1
                ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
Net sales       $4,362,187        100.0   $4,079,533        100.0   $9,297,715        100.0   $8,002,979        100.0
                ==========   ==========   ==========   ==========   ==========   ==========   ==========   ==========
</TABLE>

We believe  that end users are  continuing  to migrate  from the Windows 3.1 and
Windows 95  environments  to the  Windows NT and  Windows  98  platforms  and to
Internet   computing.   We  expect   increased   competition,   including  price
competition,  in the  computer  software  and  hardware  markets in the  future.
Several of our competitors  sell suites of products which include  products that
directly  compete with our products.  We believe that these offerings of product
suites have and will  continue to adversely  affect sales of our products as the
individual  products  within the suites  continue  to gain  increased  levels of
inter-operability  and  functionality.  The Company  currently  does not offer a
suite of general  purpose  office  products;  however,  we  currently  offer one
product suite, Serif Publishing Power Suite, as well as products that complement
competitive suite products.

The Company  currently is in the process of  developing  a new website  entitled
VisualCities.com. The Company contemplates that this website will be an Internet
portal/community which would provide information, content, goods and services to
users.  No assurance can be given that the Company will be able to  successfully
develop and operate this website,  that it will attract a significant  number of
users or that the Company will achieve significant revenues therefrom.

In July 1996, we acquired Serif Inc. and Serif (Europe)  Limited  (collectively,
the "Serif companies"), which significantly expanded our product line to include
desktop  publishing and drawing titles Serif PagePlus and Serif DrawPlus,  among
others.  In December 1996, we acquired all of the  outstanding  capital stock of
SPC, as a result of which our product  line  expanded  further to include  SPC's
presentation  graphics and other visual communications and business productivity
software  products.  We  continue  to  operate  the Serif  companies  and SPC as
wholly-owned  subsidiaries.  Since January 1998, the operations of SPC have been
significantly reduced.

We are  currently  substantially  dependent  upon  sales  of our  Serif  line of
software programs. Microsoft Corporation,  Corel Corporation,  Adobe Systems and
others sell  products  targeted for  substantially  the same market as the Serif
product line, some of which are included in product suites.

We believe that in order to increase net  revenues,  we must continue to develop
and  introduce  new  technologies  and products  internally,  obtain  additional
technologies  and products  through  strategic  alliances and  acquisitions  and
introduce  new  marketing  strategies  to include  strengthening  our  marketing
through  e-commerce and the Internet.  Any inability or delay in executing these
strategies,  difficulties  encountered in introducing  new products or marketing
programs, or failures of our current and future products to compete successfully
with products offered by other vendors,  could adversely affect our performance.
The  Company's  growth  is  expected  to  require  increases  in the  number  of
employees,  expenditures  for  new  product  development  and  expansion  of our
e-commerce and Internet  sites,  the  acquisition of product  rights,  sales and
marketing expenses, and general and administrative expenses.

In the third  quarter of the 1998 fiscal year,  we began  selling our Go Digital
Camera Pak,  which  consists of a digital  camera and digital  imaging  software
licensed from a third party, as well as certain accessories. The digital imaging
market  is fairly  new and we may not  sustain  a  profitable  level of sales as
competitors  focus  their  marketing  efforts,  develop  enhancements  to  their
products and develop products that take advantage of technological advances.


                                       13
<PAGE>

Results of Operations

Comparison of the Three and Six Month Periods Ended June 30, 1999 and 1998

Net  Sales:  Net sales for the  quarter  ended June 30,  1999 (the "1999  Second
Quarter")  increased  $282,654,  or 7%, to  $4,362,187  from  $4,079,533  in the
quarter ended June 30, 1998 (the "1998 Second Quarter").  Net sales for the 1999
Six Month Period increased $1,294,736,  or 16%, to $9,297,715 from $8,002,979 in
the 1998 Six Month Period.  The increase in net sales in the 1999 Second Quarter
and 1999 Six Month  Period  resulted  primarily  from sales of the  Company's Go
Digital Camera Pak direct response  promotion,  which was not available for sale
in the 1998 Six Month Period. The Company provided for returns and allowances at
18% and 16% of gross sales in the 1999 Second  Quarter and 1999 Six Month Period
as  compared  to 10% and 9%,  respectively,  of gross  sales in the 1998  Second
Quarter and 1998 Six Month Period, primarily as a result of a shift to increased
hardware sales which has a greater rate of returns and allowances. The Company's
European Sales were adversely  affected in the 1999 Second Quarter by the Easter
holiday period.

Cost of Goods Sold and Gross Profit: Cost of goods sold increased  $778,996,  to
$1,524,653 in the 1999 Second Quarter from $745,657 in the 1998 Second  Quarter.
Cost of goods sold  increased  $1,354,317,  to  $3,057,618 in the 1999 Six Month
Period from $1,703,301 in the 1998 Six Month Period. The higher costs are due to
the  increase  in sales  volume  and a change  in the  product  mix to a greater
proportion of hardware  compared to software sales.  The Company's cost of goods
sold consists primarily of product costs, royalties and inventory allowances for
damaged and obsolete  products.  Product  costs consist 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. Gross profit for the 1999
Second Quarter was 65% compared to 82% in the 1998 Second Quarter.  Gross profit
for the 1999 Six Month  Period  was 67%  compared  to 79% for the 1998 Six Month
Period.  The  decline in margin for the 1999  Second  Quarter and 1999 Six Month
Period  reflects  a change  in  product  mix  resulting  primarily  from  higher
proportion of hardware versus  software sales in the comparative  periods due to
the Company's Go Digital Camera Pak promotion, and the delay in the introduction
of additional  software products  originally  expected during the 1999 Six Month
Period.  Gross  profit  may  be  affected  from  time  to  time  by  the  mix of
distribution  channels  used,  mix of  products  sold and the  timing of product
introductions,  the mix of international  versus domestic revenues,  promotional
pricing  and  rebate  offers,  as well as by  return  privileges  and  marketing
promotions  in connection  with new product  introductions  and upgrades.  These
promotions  may have a negative  influence on average  selling  prices and gross
margins. In addition, gross margin is expected to fluctuate on a quarterly basis
as the Company utilizes  alternative direct response  promotions.  Gross margins
have also been,  and may  continue  to be,  adversely  affected  by  competitive
pricing  strategies in the industry as a whole,  including  competitive  upgrade
pricing, the OEM business and alternative licensing arrangements.

Selling,   General   and   Administrative   Expenses:   Selling,   general   and
administrative  expenses for the 1999 Second Quarter  increased  $1,093,203,  or
38%, to $3,982,247 from $2,889,044 in the 1998 Second Quarter.  Selling, general
and administrative  expenses for the 1999 Six Month Period increased $2,395,770,
or 43%, to $7,986,643  from  $5,590,873  in the 1998 Six Month Period.  Selling,
general and administrative expenses increased primarily as a result of increased
catalog and direct  mail costs,  including  the cost of  developing  an expanded
direct-response  list in the United States and the introduction of a direct mail
program in Germany. During 1999 Second Quarter, the Company experienced what the
Company  believes is a seasonally  induced lower response  rate,  coupled with a
higher than expected return rate for its digital cameras which  contributed to a
significant  increase  in its  direct  mailing  costs in  proportion  to revenue
generation.  The Company  also  incurred  increased  costs  associated  with the
Company's  expansion into Germany as well as costs associated with the Company's
development  of  its  anticipated  Internet  portal/community  VisualCities.com.
Additionally  approximately  $80,000 and $170,000 charges were incurred relating
to financial  advisory and investment  banking  agreements,  for the 1999 Second
Quarter and 1999 Six Month Period, respectively,  which had not been incurred in
the  comparative   1998  periods.   The  Company  also  incurred  an  additional
approximate $17,000 and $40,000 for outside public relations services during the
1999 Second  Quarter and 1999 Six Month Period,  respectively,  which it had not
incurred during the comparative 1998 periods.

The Company  establishes  several of its marketing  expenditure  levels based on
expected net revenues. The Company periodically reviews and adjusts its variable
expenditure  levels based on actual sales volumes.  In the future, the


                                       14
<PAGE>

Company's  net revenues and  operating  results  could be adversely  affected by
these and other factors, such as delays in new product introductions,  delays in
receiving single sourced (e.g., digital cameras) or other manufactured products,
the mix of product sales or distribution channels and customer choices regarding
operating systems.

Amortization  of Acquired  Software and Goodwill:  This represents the Company's
amortization of acquired software and goodwill  associated with its acquisitions
of Serif and SPC in the quarter and six month 1999 and 1998 periods.

Unrealized Holding Gain on Marketable Securities: The unrealized holding gain of
$760,146  and  $1,420,146,  represents  the  increase in value of the  Company's
investment in  marketable  securities  for the 1999 Second  Quarter and 1999 Six
Month  Period,  respectively.  On July 14,  1999,  the Board of Directors of the
Company called for redemption all outstanding shares of Class C Preferred of the
Company  with a record date for such  redemption  of July 19,  1999.  On July 1,
1999,  the Company  agreed with the Holder that in the event the Company  called
for  redemption  any of its  shares of Class C  Preferred  within  45 days,  the
Company would sell to the Holder 53,815 Xceed Shares, owned by the Company, at a
price of $18.44 per Xceed Share, or $992,349 in the aggregate.  Such transaction
was consummated on July 19, 1999.

Product  Development:  Product development  expenses for the 1999 Second Quarter
declined $404,349, or 78%, to $112,975 from $517,324 in the 1998 Second Quarter.
Product development expenses for the 1999 Six Month Period declined $506,233, or
66%, to $266,344 from $772,577 in the 1998 Six Month Period. Product development
costs as  percentage  of net  sales  were  2.6 % and 2.9 % for the  1999  Second
Quarter and 1999 Six Month Period, respectively,  compared to 12.7 % and 9.7% in
the 1998 Second  Quarter and 1998 Six Month  Period,  respectively.  The Company
capitalized  approximately  $166,000 of its product  development cost associated
with product designs where technological  feasibility has been established.  All
other development  costs have been expensed in the period incurred.  The Company
intends  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.  The Company believes that development  expenses may increase
in dollar  amount in the future,  although the  Company's  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 the Company's  research and  development  efforts
will  result in  successful  product  introductions  or  increased  revenues  or
profitability.

Other Income: Other income for the 1999 Second Quarter and 1998 Six Month Period
increased approximately $257,000 and $215,000, respectively, over amounts in the
comparable 1998 periods. The increases were primarily  attributable to a gain on
the licensing of certain software technology of approximately  $211,000, as well
as a technical  support  service  agreement  providing  income of  approximately
$20,000  during the 1999  Second  Quarter.  During the 1998  Second  Quarter the
Company's  other  income  included  a gain  on the  sale of  certain  marketable
securities of approximately $26,000.

Liquidity and Capital Resources

During  the 1999 Six  Month  Period,  the  Company's  cash and cash  equivalents
decreased by $1,614,906 to $762,742 at June 30, 1999 from $2,377,648 at December
31,1998,  primarily as a result of using  $2,203,517 of cash for  operations and
$214,292 for investing activities. The Company received net proceeds of $815,659
from financing  activities in the1999 Second Quarter and received additional net
proceeds  of  $1,269,000  on July 2,  1999 from the sale of  common  stock.  The
Company  had  working  capital of  $960,895  at June 30,  1999,  an  increase of
$525,823  from the Company's  working  capital at December 31, 1998 of $435,072.
The increase in working  capital was  attributable  to the Company's  $1,420,146
unrealized  holding gain on its  investment in marketable  securities as well as
the proceeds  received from the private placement of the Company's common stock,
which more than offset losses incurred in the Company's business operations.

The  Company  believes  that its  existing  cash and cash  equivalents  and cash
generated from  operations,  if any,  should be sufficient to meet its currently
anticipated  liquidity and capital expenditure  requirements for the next twelve
months.  On June 9, 1999 the Company  received net proceeds of $988,356 from the
sale of common  stock.  On July 2, 1999 the  Company  received  net  proceeds of
approximately  $1,269,000 (after placement agent fees and associated costs) from
the sale of shares of common  stock.  The Company is pursuing  another  possible
offering  of  its  equity


                                       15
<PAGE>

securities and expects to raise an additional  approximately one million dollars
during the third quarter of 1999;  however,  there can be no assurance  that the
Company will be successful in completing such an offering,  or that the terms of
such offering will be beneficial to the Company or its stockholders. The Company
intends to utilize some of the proceeds of its financings and its intended third
quarter  1999  offering to develop  additional  software,  to obtain  additional
camera  availability  at reduced  costs due to  purchase  capabilities,  further
develop  its  Internet  portal/community   strategy,  and  expand  its  European
operations.  There  can be no  assurance,  however,  that  the  Company  will be
successful in attaining its sales or strategic  goals,  nor that  attaining such
goals will have the desired effect on the Company's cash resources.  The Company
has  a  letter  of  credit  facility  of  $200,000  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 June 30, 1999, with its
primary bank in the United Kingdom, and which is secured by substantially all of
the assets of Serif (Europe) Limited. There can be no assurance that the Company
will be able to obtain additional  financing,  if at all, or that such financing
will be on terms acceptable to the Company.

The Company's  operating  activities  for the 1999 Six Month Period used cash of
$2,203,517,  primarily  related  to  increased  direct  marketing  expenditures,
European expansion, the costs associated with the development of future software
products,  and the  development  of its  anticipated  Internet  portal/community
VisualCities.com. The Company intends to continue to utilize its working capital
in 1999 for Internet website  development,  securing  additional  digital camera
supplies, product development,  marketing and advertising, to finance the higher
level of inventory and accounts  receivable  necessary to support an anticipated
increase in sales, for capital expenditures,  including the purchase of computer
equipment,  and for internal and external  software  development.  However,  the
Company's  cash   requirements  may  change  depending  upon  numerous  factors,
including,  without limitation, 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 products.

The  Company  has a  backlog  of  approximately  $370,000  as of  June  30,1999,
primarily relating to digital cameras.

In the 1999 Six Month  Period,  approximately  62.5% of the  Company's net sales
were  generated  outside the United  States as compared to 52.1% in the 1998 Six
Month Period.  The Company expects that the percentage of net sales derived from
international  net sales will continue to increase as it continues to expand its
foreign sales operations.  The Company's  exposure to foreign currency gains and
losses is partially  mitigated as the Company incurs  operating  expenses in the
principal  foreign currency in which it invoices foreign  customers.  As of June
30,  1999,  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.

Net Operating Loss Carryforwards; Possible Tax Obligation

We  estimate  our  consolidated  tax  net  operating  loss  carryforwards  to be
approximately  $84  million at December  31,  1998,  which  expire in years 2002
through 2018, and our general business credit carryover to be approximately $1.5
million,  which expires in years 2005 and 2006. These  carryforwards are subject
to certain  limitations  described  below.  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 carry forwards of SPC may be further limited by reason of the  consolidated
return/separate return limitation year rules. In addition, the SPC net operating
loss  carryforwards  are also  subject to the  additional  limitation  that such
losses can only be utilized  to offset the  separate  taxable  income of SPC. 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;  losses
incurred   thereafter   can  be  fully  utilized  until  expired  under  present
circumstances.  There can be no assurance that we will be able to utilize all of
our net operating loss carryforwards.  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.

In September 1997, we applied for a closing  agreement with the Internal Revenue
Service  (the "IRS")  pursuant to which we would  become  jointly and  severally
liable  for  SPC's tax  obligations  upon  occurrence  of a  "triggering


                                       16
<PAGE>

event" requiring  recapture of dual consolidated  losses previously  utilized by
SPC. The Company  acquired SPC in December 1996.  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  pre-acquisition  dual consolidated losses.
We recently  received  notification from the IRS that the IRS has determined not
to act on our  application  until  such  time  as SPC  submits  certain  filings
pertaining  to  pre-acquisition  filings made by SPC.  Such  additional  filings
require SPC to obtain IRS relief so as to permit SPC to  appropriately  make the
election allowing SPC to utilize the dual  consolidated  losses. We believe that
once the  appropriate  prior year  filings  are made,  and  reapplication  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
the  Company 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, 1998  consolidated  financial
statements contains a paragraph emphasizing these dual consolidated losses.

Year 2000 Compliance Issues

Many currently  installed  computer  systems and software  products are coded to
accept only  two-digit  entries in the date code  field.  These date code fields
will need to accept four digit entries to distinguish twenty-first century dates
from twentieth  century dates.  As a result,  in less than six months,  computer
systems and software  used by some  companies  may need to be upgraded to comply
with such "Year 2000" requirements. We are in the process of conducting a review
of issues  related  to our Year 2000  compliance.  This  review is  intended  to
determine  the  effect  of the turn of the  century  on the  operability  of our
products,  internal and external information  technology ("IT") systems,  non-IT
systems we utilize to conduct  our  business  and other  internal  and  external
processes which may impact our operations.  In connection with this  evaluation,
we also intend to continue  to review our  vendors and  suppliers  for Year 2000
compliance and to effect changes where necessary.

This  review  process  is being  conducted  in three  phases.  The  first  phase
encompasses   a  review  of  all  of  our   products,   internal   and  external
systems/processes and vendors and suppliers for Year 2000 compliance. The second
phase is expected to correct all items identified as non-compliant and essential
to our  operations.  The third phase is  contemplated  to be a second  review to
ensure year 2000 compliance and interoperability of all systems/processes.

We are conducting our review with our current resources and believe that we have
sufficient  resources  to complete  the review  process in a timely  manner.  We
identified one IT system which we believe will need to be replaced.  The Company
has expended a total of approximately $75,000 in its year 2000 compliance review
and  implementation  efforts through June 30, 1999, and  anticipates  additional
expenditures of approximately $15,000 to complete such review and implementation
efforts. The Company has not determined,  at this time, however,  what costs and
efforts  we would  incur to  implement  any  necessary  corrections  should  any
additional deficiencies be found.

We produce computer application  software.  We believe the products that we have
developed  within the last several  years are Year 2000  compliant and we are in
the  process of  comprehensively  re-testing  such  products.  We are  currently
reviewing  products sold by the Company prior to 1994 for Year 2000  compliance,
some of which we have  determined  are not Year  2000  compliant.  We  currently
believe that we have no material  liability  concerning any of our products with
respect to Year 2000 requirements.

The Company has  evaluated  and  determined  that its direct mail  telemarketing
operation systems failure would have a significant  impact on the Company should
it fail to operate properly in the year 2000. Based on a cost-benefit  analysis,
management has instituted a contingency plan whereby either its Europe or United
States  telemarketing  operations would support the other operation in the event
that it failed.  Management believes that it is unlikely that both systems would
fail simultaneously, and has no contingency plans for such an event.



                                       17
<PAGE>

Seasonality

The  computer   software  and  digital  camera  markets  are   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 and digital  cameras during the year-end  holiday
buying  season and reduced  demand for software and digital  cameras  during the
European  Easter and summer vacation  period.  The Company expects its net sales
and  operating  results to continue to reflect this  seasonality.  The Company's
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  the  Company  will  achieve  consistent  growth  or
profitability on a quarterly or annual basis.

Inflation

The Company  believes that inflation has generally not had a material  impact on
its operations.


















                                       18
<PAGE>



                           PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

          Reference is hereby made to Item 3 of the  Company's  Annual Report on
          Form 10-KSB,  for the fiscal year ended December 31, 1998, filed April
          15,  1999  (Commission  File  No.:  1-14076),  and to  the  references
          therein, for a discussion of all material pending legal proceedings to
          which the Company or any of its subsidiaries are parties.

Item 2.   Changes in Securities and Use of Proceeds.

          On June 9, 1999,  the Company sold an  aggregate of 525,000  shares of
          Common Stock for aggregate  gross proceeds of $1,050,000 to twenty-two
          accredited investors.  Each investor received one demand and piggyback
          registration  rights. The issuance of these shares of Common Stock was
          a private  transaction  exempt from registration under Section 4(2) of
          the Securities Act and Rule 506 of Regulation D thereunder.

          On June 11, 1999, the Company issued options to purchase 25,000 shares
          of common stock at an exercise  price of $2.75 to Neil M.  Kaufman,  a
          director of the  Company.  The  issuance of these  options to purchase
          common stock was a private  transaction exempt from registration under
          Section 4(2) of the Securities Act.

          On July 1, 1999,  the Company sold an  aggregate of 762,653  shares of
          common  stock  for  aggregate  gross  proceeds  of  $1,510,000  to  45
          investors in a private  placement  in which Joseph  Stevens & Company,
          Inc. acted as placement agent.  Each investor  received one demand and
          piggyback  registration rights. The issuance of these shares of Common
          Stock was a private transaction exempt from registration under Section
          4(2) of the Securities Act and Rule 506 of Regulation D thereunder.

          On July 20, 1999 the Company issued  warrants to purchase an aggregate
          of 225,000  shares of its common  stock at an exercise  price of $2.00
          through July 20, 2004.  The warrants were issued in connection  with a
          consulting  agreement.  The  issuance of these  warrants was a private
          transaction  exempt  from  registration  under  Section  4(2)  of  the
          Securities Act.

Item 3.   Defaults Upon Senior Securities.

          None.

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

          The Annual Meeting of Stockholders of Software Publishing  Corporation
          Holdings,  Inc.  was held on July 14,  1999,  at which  the  following
          matters were voted upon and adopted by the votes indicated:

<TABLE>
<CAPTION>
                                                                          For                                             Withheld
                                                                          ---                                             --------
<S>                                                                     <C>                                                 <C>
          To elect one director, Mark E. Leininger, in Class
          III, to the Board of Directors of the Company.                4,076,245                                           50,566

<CAPTION>

                                                                          For                    Against                   Abstain
                                                                          ---                    -------                   -------
<S>                                                                     <C>                        <C>                      <C>
          To amend the Company's Certificate of Incorporation
          to change the Company's name to "Vizacom Inc.".               4,034,973                  70,391                   21,446

</TABLE>


                                       19
<PAGE>


<TABLE>
<CAPTION>

                                                                          For                    Against                   Abstain
                                                                          ---                    -------                   -------
<S>                                                                     <C>                       <C>                       <C>
          To amend the Company's Certificate of Incorporation
          to increase the number of authorized shares of the
          Company's Common Stock to 60,000,000 from
          30,000,000.                                                   3,818,534                 260,238                   48,039

          To amend the Company's 1994 Long Term Incentive
          Plan to increase the number of shares available
          for award thereunder to 5,000,000 from 1,333,333.             1,349,240                 210,366                   50,277

          To amend the Company's Outside Director and
          Advisor Stock Option Plan to:

          (a) increase the number of shares available for award
          thereunder to 750,000 from 166,666;                           1,303,099                 298,176                    8,609

          (b) increase the number of shares underlying each
          initial and annual option awarded thereunder;                 1,257,765                 298,041                   54,077

          (c) modify the language with respect to the calculation
           of the exercise price of options granted thereunder.         3,800,135                 270,168                   11,232
</TABLE>

          Mark E. Leininger was elected as a director in Class III. The names of
          the other  directors on the board whose terms will continue after this
          meeting are Marc E. Jaffe,  Esq. (Class I), Norman W. Alexander (Class
          II), Werner G. Haase (Class I), and Neil M. Kaufman, Esq. (Class II).

          There were no broker  non-votes  with  respect to the  matters  listed
          above.

Item 5.   Other Information.

          None

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 June 14, 1999 the Company  filed a Current  Report on Form 8-K
               (Date of Report: June 8, 1999) with the Commission reporting Item
               5. Other event matters.

               On July 15, 1999 the Company  filed a Current  Report on Form 8-K
               (Date of Report: July 1, 1999) with the Commission reporting Item
               5. Other event matters.



                                       20
<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:  August 13, 1999         By:              /s/ Mark E. Leininger
                                     -------------------------------------------
                                                   Mark E. Leininger
                                         President and Chief Executive Officer
                                             (Principal Executive Officer)


Dated:  August 13, 1999         By:             /s/ Alan W. Schoenbart
                                     -------------------------------------------
                                                  Alan W. Schoenbart
                                          Vice President - Finance, Treasurer
                                              and Chief Financial Officer
                                             (Principal Financial Officer)


<PAGE>



                                  VIZACOM INC.
                                INDEX TO EXHIBITS


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

27.               Financial Data Schedule.