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, 2002

[  ]     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)

                         3512 Veterans Memorial Highway
                             Bohemia, New York 11716

                    (Address of principal executive offices)

                                 (631) 981-5500
                           (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:  6,197,637 shares of Common Stock, as
of April 30, 2002.

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, 2002
(Unaudited) and December 31, 2001                                              3

Condensed Consolidated Statements of Operations for the Three
      Months Ended March 31, 2002 and 2001 (Unaudited)                         4

Condensed Consolidated Statement of Changes in Stockholders' Equity
     for the Three Months Ended March 31, 2002 (Unaudited)                     5

Condensed Consolidated Statements of Cash Flows for the Three
      Months Ended March 31, 2002 and 2001 (Unaudited)                         6

Notes to Condensed Consolidated Financial
Statements                                                                  7-13

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION AND RESULTS OF OPERATIONS                                    14-18

PART II - OTHER INFORMATION                                                19-21


                                       2
<PAGE>

                                  VIZACOM INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                       March 31,             December 31,
                                                                                         2002                    2001
                                                                                   ------------------      --------------
ASSETS                                                                                (Unaudited)
<S>                                                                                <C>                  <C>
Current assets:
       Cash and cash equivalents                                                   $      327,433       $       289,603
       Receivables
               Trade, less allowances of  $120,642 and  $389,568                          685,872               981,237
               Other                                                                       20,118                39,755
               Notes                                                                      474,839               429,218
       Inventories                                                                        184,870               190,730
       Restricted cash                                                                    190,797               180,944
       Prepaid expenses and other current assets                                          296,350               245,083
                                                                                   ---------------      ----------------
               Total current assets                                                     2,180,279             2,356,570
Property and equipment, net                                                               157,354               175,080
Goodwill, net of accumulated amortization of $1,083,368                                 3,589,590             3,589,590
Other intangible assets, net of accumulated amortization of
      $1,755,566 and $1,661,700                                                         1,779,765             1,873,631
Note receivable, long term                                                                149,081               263,443
Deferred consulting costs                                                                 589,179               665,031
Other assets                                                                               50,027                50,027
                                                                                   ---------------      ----------------
               Total assets                                                        $    8,495,275       $     8,973,372
                                                                                   ===============      ================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
       Bank notes payable                                                          $    1,134,172       $     1,214,172
       Note payable to law firm                                                           464,342               464,342
       Other current debt                                                                 240,949               267,733
       Notes payable to related parties                                                   316,727               311,791
       Accounts payable                                                                 2,063,923             2,143,446
       Accrued liabilities                                                              1,759,424             1,612,856
                                                                                   ---------------      ----------------
               Total current liabilities                                                5,979,537             6,014,340
Convertible notes                                                                               -               150,420
                                                                                   ---------------      ----------------
               Total liabilities                                                        5,979,537             6,164,760
                                                                                   ---------------      ----------------

Commitments and contingencies

Stockholders' equity:
       Common stock, par value $.001 per share,
          60,000,000 shares authorized, 5,845,383 and 4,750,008 shares issued               5,845                 4,750
       Additional paid-in capital                                                      77,310,030            76,711,803
       Accumulated deficit                                                            (74,683,532)          (73,768,836)
       Accumulated other comprehensive loss                                              (106,210)             (106,210)
       Treasury stock, 310 shares, at cost                                                (10,395)              (10,395)
       Common stock cancelable                                                                  -               (22,500)
                                                                                   ---------------      ----------------
               Total stockholders' equity                                               2,515,738             2,808,612
                                                                                   ---------------      ----------------
               Total liabilities and stockholders' equity                          $    8,495,275       $     8,973,372
                                                                                   ===============      ================

</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,
                                                                         -------------------------------------
                                                                             2002                   2001
                                                                         -------------          -------------
Net sales
<S>                                                                      <C>                    <C>
       Hardware                                                          $ 1,371,786            $ 3,431,939
       Service                                                                96,788                511,481
                                                                         -------------          -------------
                                                                           1,468,574              3,943,420
                                                                         -------------          -------------

Cost of sales
       Hardware                                                          $ 1,135,340            $ 2,965,223
       Service                                                                76,215                437,640
                                                                         -------------          -------------
                                                                           1,211,555              3,402,863
                                                                         -------------          -------------

Gross profit                                                                 257,019                540,557

Selling, general and administrative expenses                                 998,779              1,332,972
Restructuring expenses                                                             -                187,584
Amortization of goodwill and other intangibles                                93,866                321,592
Depreciation and amortization                                                 96,578                241,016
Interest and other expense (income), net                                     (17,508)                51,299
                                                                         -------------          -------------
                                                                           1,171,715              2,134,463

       Loss from continuing operations                                      (914,696)            (1,593,906)


Discontinued operations:
       Income from operations of discontinued businesses                           -                314,123
       Gain on sale of discontinued operations                                     -              1,473,337
                                                                         -------------          -------------
       Income from discontinued operations                                         -              1,787,460

       Net income (loss)                                                 $  (914,696)           $   193,554
                                                                         =============          =============

Net income (loss) per common share:
        Continuing operations                                            $     (0.18)           $     (0.88)
        Discontinued operations                                          $         -            $      0.99
                                                                         -------------          -------------
        Net income (loss) per common share - basic and diluted           $     (0.18)           $      0.11
                                                                         =============          =============
        Weighted average number of common shares
          outstanding - basic and diluted                                  5,065,905              1,814,500
                                                                         =============          =============

</TABLE>
See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>

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

<TABLE>
<CAPTION>

                                                                                                                        Accumulated
                                                               Common Stock            Additional                         Other
                                                           ----------------------        Paid-In        Accumulated    Comprehensive
                                                            Shares        Amount         Capital          Deficit           Loss
                                                           ----------   ---------     -------------     -----------    -------------
<S>                                                        <C>            <C>        <C>             <C>              <C>
Balance at December 31, 2001                               4,750,008      $ 4,750    $ 76,711,803    $ (73,768,836)   $ (106,210)
Net  loss                                                          -            -               -         (914,696)            -
                                                                                                     --------------   -----------
TOTAL COMPREHENSIVE LOSS                                           -            -               -         (914,696)            -
                                                                                                     --------------   -----------
Sale of common stock in private placements, net              884,615          884         480,663                -             -
Common stock issued in connection with convertible note      240,760          241         135,234                -             -
Warrant issued in connection with note payable                     -            -           4,800                -             -
Common stock cancelled                                       (30,000)         (30)        (22,470)               -             -
                                                           ----------     --------   -------------   --------------   -----------
Balance at March 31, 2002                                  5,845,383      $ 5,845    $ 77,310,030    $ (74,683,532)   $ (106,210)
                                                           ==========     ========   =============   ==============   ===========

<CAPTION>

                                                                               Common          Total
                                                            Treasury           Stock        Stockholders'
                                                              Stock           Cancelable        Equity
                                                          -------------       ----------    --------------
<S>                                                          <C>             <C>            <C>
Balance at December 31, 2001                                 $ (10,395)      $ (22,500)     $ 2,808,612
Net  loss                                                            -               -                -
TOTAL COMPREHENSIVE LOSS                                             -               -         (914,696)
Sale of common stock in private placements, net                      -               -          481,547
Common stock issued in connection with convertible note              -               -          135,475
Warrant issued in connection with note payable                       -               -            4,800
Common stock cancelled                                               -          22,500                -
                                                             ----------      ----------     ------------
Balance at March 31, 2002                                    $ (10,395)      $       -      $ 2,515,738
                                                             ==========      ==========     ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>

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

<TABLE>
<CAPTION>
                                                                              Three Months Ended March 31,
                                                                            ----------------------------
                                                                            2002              2001
                                                                            -----------   --------------
<S>                                                                         <C>             <C>
OPERATING ACTIVITIES:

Loss from continuing operations                                             $ (914,696)     $(1,593,906)
Adjustments to reconcile loss from continuing operations
    to net cash used in operating activities:
   Depreciation and amortization                                               190,444          619,038
   Provision for doubtful accounts                                                   -           86,417
   Realized loss on sale of property and equipment                                   -              891
   Warrants and stock options issued for services                                    -          233,650
   Changes in assets and liabilities, net of effects of deposition:
      Receivables                                                              315,002          249,950
      Inventories                                                                2,860         (177,537)
      Prepaid expenses and other current assets                                (51,267)          41,238
      Accounts payable                                                         (79,522)        (327,853)
      Accrued liabilities                                                      151,503          259,287
                                                                            -----------     ------------
             Net cash used in continuing operations                           (385,676)        (608,825)
             Net cash provided by discontinued operations                            -           24,589
                                                                            -----------     ------------
             Net cash used in operating activities                            (385,676)        (584,236)
                                                                            -----------     ------------
INVESTING ACTIVITIES:

Purchase of property and equipment                                                   -             (875)
Net proceeds from sale of property and equipment                                     -            1,350
Proceeds from note receivable                                                   68,741                -
(Increase) decrease in restricted cash                                          (9,853)         239,838
Disposition of business, net of cash disposed                                        -         (537,767)
                                                                            -----------     ------------
             Net cash provided by (used in) continuing operations               58,888         (297,454)
             Net cash used in discontinued operations                                -         (209,646)
                                                                            -----------     ------------
             Net cash provided by (used in) investing activities                58,888         (507,100)
                                                                            -----------     ------------
FINANCING ACTIVITIES:

Proceeds from sale of common stock - net                                       481,547          270,228
Expenses related to conversion of notes to common stock                        (14,945)               -
Proceeds from inventory financing facility                                           -          776,020
Payment of bank notes payable                                                  (80,000)               -
Payment of related party notes                                                       -         (266,614)
Payment of other current debt                                                  (21,984)         (72,957)
                                                                            -----------     ------------
             Net cash provided by continuing operations                        364,618          706,677
             Net cash used in discontinued operations                                -          (43,998)
                                                                            -----------     ------------
             Net cash provided by financing activities                         364,618          662,679
                                                                            -----------     ------------

Effect of exchange rate changes on cash and cash equivalents                         -           73,436
                                                                            -----------     ------------

Increase (decrease) in cash and cash equivalents                                37,830         (355,221)
Cash and cash equivalents:
             Beginning of period                                               289,603          843,836
                                                                            -----------     ------------
             End of period                                                  $  327,433      $   488,615
                                                                            ===========     ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:

  Interest

      Continuing operations                                                 $   20,162      $    52,912
                                                                            ===========     ============
      Discontinued operations                                               $        -      $     5,730
                                                                            ===========     ============
  Income taxes

      Continuing operations                                                 $        -      $     2,286
                                                                            ===========     ============
      Discontinued operations                                               $        -      $       627
                                                                            ===========     ============

</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       6
<PAGE>

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


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         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 accounting  principles  generally
         accepted  in the  United  States  of  America  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,  2002 are not  necessarily  indicative  of the
         results that may be expected for the year ending December 31, 2002. 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, 2001. The condensed consolidated
         balance  sheet  as of  December  31,  2001 has  been  derived  from the
         Company's audited consolidated balance sheet as of that date.

         GOODWILL

         In accordance with Statement of Financial Accounting Standards No. 142,
         "Goodwill  and Other  Intangibles"  (SFAS  142) the  Company  no longer
         amortizes  goodwill  as of January 1, 2002.  The Company  will  conduct
         impairment  analyses at least  annually  using one or more of the asset
         impairment tests described in SFAS 142.

         REVERSE STOCK SPLIT

         On May 23, 2001 the company effected a one-for-ten (1:10) reverse stock
         split.  All share and per share data have been  adjusted to give effect
         to the reverse stock split.

         RECENT ACCOUNTING PRONOUNCEMENTS

         In June 2001, the Financial  Accounting Standards Board ("FASB") issued
         Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
         Combinations" and No. 142, "Goodwill and Other Intangible Assets." SFAS
         No.  141supersedes  Accounting  Principles  Board  ("APB")  Opinion  16
         "Business Combinations" and SFAS No. 38 "Accounting for Pre-acquisition
         Contingencies,"  and  eliminates  the  pooling-of-interests  method  of
         accounting for business  combinations  except for  qualifying  business
         combinations  that were initiated  prior to July 1, 2001.  SFAS No. 141
         also includes new criteria to recognize  intangible  assets  separately
         from  goodwill.  The  requirements  of SFAS 141 are  effective  for any
         business  combination  accounted  for by the  purchase  method  that is
         completed after June 30, 2001 (i.e.,  the  acquisition  date is July 1,
         2001 or after).  The Company  applied the criteria under this statement
         in regard to its acquisition of SpaceLogix Inc. in December 2001.

         SFAS No. 142,  supersedes APB Opinion No. 17, "Intangible  Assets," and
         states that goodwill and intangible assets with indefinite lives are no
         longer  amortized  but are reviewed for  impairment  annually,  or more
         frequently if impairment indicators arise.  Separable intangible assets
         that are not  deemed to have an  indefinite  life will  continue  to be
         amortized over their useful lives.  The  discontinuing  of amortization
         provisions  under  SFAS  No.  142  of  goodwill  and  indefinite  lived
         intangible  assets apply to assets  acquired  after June 30,  2001.  In
         addition,  the  impairment  provisions  of SFAS  142  apply  to  assets
         acquired  prior to July 1, 2001 upon  adoption of SFAS 142. The Company
         has  adopted  this   statement  as  of  January  1,  2002.   Under  the
         transitional  goodwill impairment test, goodwill in each reporting unit
         must be tested for  impairment  as of January 1, 2002.  The Company has
         six months to complete the first step of the


                                       7
<PAGE>

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


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         transitional  goodwill  impairment test but the amounts used to perform
         the test must be those at January 1, 2002.  If the  carrying  amount of
         the net assets of the reporting unit (including  goodwill)  exceeds the
         fair value of that reporting unit, the second step of the  transitional
         goodwill impairment test must be completed as soon as possible,  but no
         later than  December  31,  2002.  The second  step of the  transitional
         goodwill  impairment  test  measures the amount of  impairment  loss by
         measuring  the implied fair value of the goodwill  against its carrying
         value.  An impairment  loss  recognized  as a result of a  transitional
         goodwill  impairment  test will be recognized as the effect of a change
         in accounting  principle.  Although a transitional  impairment loss for
         goodwill  may be  measured  in other than the first  interim  reporting
         period, it shall be recognized in the first interim period irrespective
         of the  period  in  which it is  measured.  Therefore,  a  transitional
         goodwill  impairment  loss,  which is measured in any period other than
         the first  interim  reporting  period  will  require the  amendment  of
         previously filed interim period financial statements.

         In October  2001,  the FASB issued SFAS No.  144,  "Accounting  for the
         Impairment  or Disposal of Long-Lived  Assets  ("SFAS No. 144"),  which
         supersedes  SFAS No. 121,  "Accounting for the Impairment of Long-Lived
         Assets  and for  Long-Lived  Assets  to be  disposed  of." The  primary
         objective of SFAS No. 144 is to develop one  accounting  model based on
         the framework  established in SFAS No. 121 for long-lived  assets to be
         disposed of by sale, and to address significant  implementation issues.
         The  provisions of this statement are effective for the Company for the
         fiscal year beginning January 1, 2002.

         RECLASSIFICATIONS

         Certain reclassifications have been made to the 2001 amounts to conform
         with the 2002 presentation.

2.       LIQUIDITY AND BUSINESS RISKS

         The accompanying  financial statements have been prepared assuming that
         the  Company  will  continue  as  a  going  concern.  The  Company  has
         experienced recurring net losses since its inception, and had a working
         capital deficiency of $3,799,258 at March 31, 2002.

         On November 20, 2001, the Company  reached a definitive  agreement with
         JPMorgan  Chase Bank ("the  bank") to extend  through  May 31, 2002 the
         loan of  approximately  $1,214,000  from the bank to the  Company's PWR
         Systems subsidiary  ("PWR"),  which had expired on October 29, 2001. On
         January 11, 2002,  PWR's temporary  inventory  finance  facility with a
         commercial lender terminated  because the Company chose not to secure a
         $50,000  irrevocable  letter of  credit.  Also in the first  quarter of
         2002, certain of the company's primary distributors  rendered decisions
         effectively  terminating PWR's credit line  availability  causing it to
         pay cash in advance for the majority of its purchases.  The Company has
         identified and negotiated with a commercial  finance company for a line
         of credit facility.  Management is hopeful they can effect an agreement
         which will result in an  extension  of the May 31, 2002 due date to the
         bank.  Management's  ability to reach  agreement on an extension of the
         loan date is partially  dependent on its ability to negotiate a line of
         credit facility with the  aforementioned  commercial  finance  company.
         However,  no assurance can be given that  management will be successful
         in that  regard and if  unsuccessful  the  Company  may default on this
         obligation  which will impair the  Company's  ability to  continue  its
         operations.  The financial  statements  do not include any  adjustments
         that might result from the outcome of this uncertainty.

         On April 15, 2002, the Company defaulted on its Note for legal services
         to its former  counsel and  chairman in the amount of $464,342 at March
         31, 2002. Accordingly this note is reflected as a current liability.


                                       8
<PAGE>


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


2.       LIQUIDITY AND BUSINESS RISKS (CONTINUED)

         The  Company's  placement  agent has  placed or  arranged  in excess of
         $1,000,000 in financing for the Company through April 30, 2002.

         The  promissory  note  held  by the  Company  from  its  former  visual
         communications  subsidiary provides for the Company to receive $480,000
         in 2002. The Company  believes that over the next twelve months it will
         need to raise at least an  additional  $1,000,000 to $1,500,000 to meet
         its   currently   anticipated   liquidity   and   capital   expenditure
         requirements. Management intends to seek additional financing through a
         variety of methods.  There can be no assurance that the Company will be
         successful in completing any such  financing,  or that the terms of any
         such financing  will be beneficial to the Company or its  stockholders.
         The  financial  statements  do not include any  adjustments  that might
         result from the outcome of this uncertainty.

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 three month  periods ended March 31,
         2002 and 2001 since they were anti-dilutive.

4.       STATEMENTS OF CASH FLOWS

         Supplemental  disclosure of non-cash financing and investing activities
         for the quarter ended March 31, 2002 and 2001 is set forth below:

<TABLE>
<CAPTION>

                                                                                         2002               2001
                                                                                     -------------      ----------
         <S>                                                                         <C>                <C>
         Convertible note exchanged for common stock                                 $    150,420       $       -
                                                                                     =============      ==========
         Warrant recorded as debt discount                                           $      4,800       $       -
                                                                                     =============      ==========
         Common stock cancelled                                                      $     22,500       $       -
                                                                                     =============      ==========
         Note receivable for business disposition                                    $          -       $ 987,500
                                                                                     =============      ==========
         Issuance of common stock in payment of liabilities                          $          -       $ 132,718
                                                                                     =============      ==========
         Issuance of common stock and warrants for deferred consulting costs         $          -       $ 215,178
                                                                                     =============      ==========
         Unrealized holding gain on marketable securities                            $          -       $   1,792
                                                                                     =============      ==========

</TABLE>

5.       DEBT

         Convertible  Notes:  On January  2, 2002 the  holders  exercised  their
         rights to  convert  the  outstanding  convertible  notes  payable  with
         accrued  interest at a price of $.625 per share.  The Company issued an
         aggregate of 240,760  shares of its common  stock to the  holders.  The
         placement  agent will  receive a five-year  warrant to purchase  24,076
         shares of common stock at an exercise price of $1.00 per share, as well
         as a $15,000 commission.

         Short-Term  Loan: On March 15, 2002 the Company  received  $25,000 in a
         short-term  loan from a principal of its placement  agent.  The Company
         has agreed to pay 10% interest  and issued a warrant to purchase  7,500
         shares of common  stock at an  exercise  price of $1.00 per share.  The
         warrant was valued at $4,800  utilizing a Black  Scholes model with the
         following assumptions: 90% volatility, five-year term, a risk-free rate
         of 4.74%, and no dividends.

         Note Payable to Law Firm: On April 15, 2002,  the Company  defaulted on
         the note  payable to law firm for  services  rendered due to its former
         legal counsel in the amount of $464,342 at March 31, 2002.  The Company
         received a formal notice of default on May 1, 2002.


                                       9
<PAGE>


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

6.       STOCKHOLDERS' EQUITY

         Private  Placements:  The  Company  completed  three  separate  private
         placements as follows: (a) On February 14, 2002 the Company sold 76,923
         shares of its common stock to an accredited investor at a price of $.65
         per share,  for which it received  $50,000.  The  placement  agent will
         receive a  commission  of $5,000 and a  five-year  warrant to  purchase
         7,692 shares of common  stock at an exercise  price of $1.00 per share;
         (b) On February 26, 2002 the Company  sold 38,461  shares of its common
         stock to an accredited investor at a price of $.65 per share, for which
         it received  aggregate  gross proceeds of $25,000.  The placement agent
         will receive a commission of $2,500 and a five-year warrant to purchase
         3,846  shares of the Company  stock at an  exercise  price of $1.00 per
         share; (c) In connection with a March 22, 2002 subscription  agreement,
         on March 28, 2002 the Company  sold  615,385  shares at a price of $.65
         per share, and issued a five-year warrant  commencing  November 1, 2002
         to purchase  184,615 shares of its common stock at an exercise price of
         $1.00  per  share,  to an  accredited  entity,  for  which it  received
         aggregate  gross  proceeds of $400,000.  On the same date,  the Company
         sold  153,846  shares of its common stock at a price of $.65 per share,
         and issued a five-year warrant commencing  November 1, 2002 to purchase
         46,154  shares of its common  stock at an  exercise  price of $1.00 per
         share, to an accredited entity,  for which it received  $100,000.  With
         respect to this $500,000 aggregate financing transaction, the placement
         agent will receive  $50,000 as well as a five-year  warrant to purchase
         76,923  shares of the  Company's  common stock at an exercise  price of
         $1.00 per share commencing  November 1, 2002. The Company also recorded
         legal and listing fees aggregating $35,953 in connection with the above
         transactions.

         Common stock cancelled:  On February 12, 2002 the Company received back
         30,000  shares of common  stock it had  issued in  November  2001 to an
         investor  relations  consultant due to inability to perform under their
         agreement. The value of these shares is $22,500.

7.       RELATED PARTY TRANSACTIONS

         Resignation of Chairman of the Board and Corporate  Legal  Counsel:  On
         February 14, 2002 the Company  accepted the resignation of its chairman
         of the board who is a  principal  in the law firm  which was  corporate
         legal counsel. In effecting this resignation, this person also resigned
         as  director,  secretary,  and as officer and director of any direct or
         indirect  subsidiaries  of the  Company.  The  corporate  law firm also
         resigned at the same time.  For the quarter ended March 31, 2002,  this
         law firm submitted bills for legal services totaling $104,777. Also see
         Note 2.

         Event of Reversion:  Under an agreement  concluded in conjunction  with
         the SpaceLogix merger, the former selling  shareholders of PWR, who are
         currently officers of the Company,  had agreed to reduce their salaries
         to $125,000 each on October 1, 2001, in exchange for an incentive bonus
         arrangement.  The agreement  provided for an event of reversion  should
         PWR not receive  $1,000,000 of working capital by March 31, 2002, which
         did not occur. As such the incentive  bonus  agreement  became null and
         void  and  the  Company  became   obligated   under  the   pre-existing
         controlling  merger and  employment  agreements  which  provide to each
         officer $200,000 in annual  salaries,  a $25,000 bonus, and an earn-out
         based on certain  income  targets  and  working  capital  requirements.
         Therefore,  as of March 31, 2002 the Company owed such  executives back
         wages  aggregating  $75,000  since  October 1, 2002.  Such  amounts are
         included in accrued liabilities at March 31, 2002.

         Note  Payable to  Related  Parties:  The  Company  received  waivers of
         certain  note   payments   due  the   aforementioned   former   selling
         shareholders  of PWR from February  through May 1, 2002, or $100,000 in
         the aggregate,  until June 1, 2002, with a reaffirmation by the Company
         of continuing the scheduled monthly note payments until paid, beginning
         June 1, 2002.


                                       10
<PAGE>


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


7.       RELATED PARTY TRANSACTIONS (CONTINUED)

         Placement Agent: The Company's placement agent will receive a placement
         fee of $72,500 and  aggregate  five-year  warrants to purchase  112,537
         shares of our common  stock at $1.00 per share in  connection  with the
         various equity  placements it conducted on behalf of the Company in the
         quarter ended March 31, 2002.  Additionally  the  placement  agent will
         receive  $25,000  in  connection  with  the  two  bridge  loans  closed
         subsequent to the quarter (See Note 9).

8.       COMMITMENTS AND CONTINGENCIES

         Litigation

         California Lease Matter  Settlement:  In the fourth quarter of 1998, an
         action was commenced against Software Publishing Corporation ("SPC"), a
         subsidiary  of the Company,  in California  in which  plaintiff  sought
         $300,000  plus  interest and  attorneys  fees in damages in addition to
         other  causes of  action  for SPC's  alleged  violation  of a lease for
         office space located in San Jose, California.  This was the location at
         which SPC 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.

         On April 10, 2002 this matter was  settled  for  $300,000.  The Company
         agreed to pay $200,000 in common stock at a price of $.78 per share, or
         256,410 common shares,  and SPC will pay $100,000 in cash. At March 31,
         2002, the Company had fully provided for this settlement.  SPC has paid
         $25,000  in cash and  pledged  common  shares  for the  balance  of the
         $75,000 cash  settlement.  The pledged  shares  equate to an additional
         96,154  shares,  and will be returned to the Company  when SPC pays the
         $75,000. The Company has sixty days to pay the $75,000 or will pay 2% a
         month interest on the unpaid balance until paid. The Company has agreed
         to register  these shares by June 30,  2002,  and has agreed to cause a
         registration  statement  for the  resale  of  these  shares  to  become
         effective by September 30, 2002. The plaintiff may sell up to 16.66% of
         the 256,410  common  shares on a quarterly  basis  starting  October 1,
         2002.  Should the  registration not be effective by September 30, 2002,
         the  Company  has agreed to a put option  whereby  during the  quarters
         beginning  October  1,  2002 and  January  1, 2003 the  Company  may be
         required to purchase 16.66% each quarter, of the plaintiffs' shares, at
         the  aforementioned  dates at the  market  price of such  shares at the
         beginning of each quarter, but not greater than $.78 per share.

         Foreign  Liquidated  Entities Matter: On February 2, 2001,  Junction 15
         ("J15") and  interMETHODS  ("IML'),  the Company's two UK  subsidiaries
         entered into  creditors  voluntary  liquidation  in the UK.  Insolvency
         Practitioners   from  KPMG  in  the  UK  were  appointed  to  be  their
         liquidators.  Prior to the liquidation of J15, the employment of two of
         its  executives  was  terminated.  In April 2001,  these two executives
         commenced  proceedings  against the Company  claiming  compensation for
         loss of office and  obtained  an order from the High Court of  Justice,
         freezing the Company's assets in the UK up to a value of (pound)362,000
         (approximately $517,000). At the same time, a shareholder in IML issued
         proceedings claiming approximately $100,000 due to him under a deferred
         payment agreement.  The $150,000 of cash that the Company received upon
         the completion of the Serif  transaction is being held in escrow by the
         Company's  lawyers in the UK and is included in restricted  cash in the
         accompanying   balance   sheet.   The  Company  issued  a  defense  and
         counterclaim in both sets of proceedings. The Company contends that two
         executives  from J15  were  dismissed  for  cause,  and that all  three
         claimants are liable in damages for breaches of  warranties  and breach
         of  their  duties  of  care  in  respect  of the  purchase  of the  two
         subsidiaries.  The Company intends vigorously to defend the proceedings
         unless an acceptable  settlement  can be reached.  The Company has been
         advised by its UK legal counsel that the injunction will not affect its
         ability to receive and utilize  the  monthly  payments  from Serif Inc.
         pursuant to the promissory  note because Serif Inc. is domiciled in the
         US.


                                       11
<PAGE>


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


8.       COMMITMENTS AND CONTINGENCIES (CONTINUED)

         Discriminatory  Hiring  Practices  Matter:  This  matter was brought in
         March  of  2001  against  Renaissance  Multimedia  Inc.  in  which  the
         plaintiff  alleges   discriminatory   hiring  practices  and  seeks  an
         undisclosed  sum of  compensatory  damages,  attorney fees and punitive
         damages.  To date,  only  limited  discovery  has been  conducted.  The
         Company believes this action is without merit and intends to vigorously
         defend this action.

         Sales Contract Matter: This matter was brought in May 2001 against Vizy
         Interactive  Inc. in which the plaintiff is seeking  $250,000  alleging
         breach of contract in connection with the design of a software solution
         system. The Company has asserted a counterclaim for the sum of $158,150
         due and  outstanding  under the  contract.  The  plaintiff had paid the
         Company  $143,000  under the  contract.  To date, no discovery has been
         conducted.  The  Company  believes  this  action is  without  merit and
         intends to vigorously defend this action.

         Installment  Payment  Matter:  This  matter  was  brought in March 2002
         against  Renaissance  Multimedia  Inc.  in which  the  plaintiff  seeks
         $75,000 plus attorneys' fees alleging breach of an installment  payment
         agreement  and  security  agreement  for certain  software  and related
         services.  This matter has been disputed  prior to the  acquisition  of
         Renaissance,  and the Company has an obligation to indemnify the former
         president  of  this  subsidiary  since  he  personally  guaranteed  the
         installment  payment  agreement.  The installment  payment  arrangement
         relates to a certain software  product intended for developing  complex
         e-commerce solutions and an associated support arrangement. Renaissance
         was  unable  to  utilize  the  product  and was not  provided  with the
         appropriate  level of aftermarket  support.  The Company  believes this
         action is without merit and intends to vigorously defend this action.

         Other Litigation:  In addition to the  aforementioned  litigation,  the
         Company has other litigation matters in progress in the ordinary course
         of business.  Management  believes  that all pending  litigation of the
         Company  will be  resolved  without  a further  material  effect on the
         Company's financial position, results of operations or cash flows.

         Other

         Employment Termination  Agreement:  Shortly after the SpaceLogix merger
         on December 31, 2001, the President of SpaceLogix resigned. The Company
         is still working out details of settling his employment  agreement.  On
         January 30, 2002 the Company entered into a termination  agreement with
         an executive of SpaceLogix. Under the agreement, the Company terminated
         his May 1, 2001 employment agreement with SpaceLogix and agreed to give
         the  executive  15,371  shares of  common  stock of the  61,481  shares
         originally   due  to  him  under  the  SpaceLogix   merger   agreement,
         reimbursement  on  expenses  of  up  to  $5,000,  back  wages,  and  an
         additional $1,500. The parties signed mutual releases.

         Nasdaq Compliance  Matters: On October 10, 2001, the Company received a
         letter  from Nasdaq  informing  the  Company  that it would  permit the
         Company's  continued  listing,  but it would  continue  to monitor  the
         Company's compliance with the requirement that the Company maintain net
         tangible assets of at least  $2,000,000 or  stockholders'  equity of at
         least $2,500,000 and all other continued listing  requirements,  and it
         would not allow for  continued  listing in the event  that the  Company
         failed to comply with any of the applicable requirements.  At March 31,
         2002,  the Company met the  required  listing  condition by meeting the
         stockholders'  equity  requirement,  although  it did not  meet the net
         tangible asset test.


                                       12
<PAGE>


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


8.       COMMITMENTS AND CONTINGENCIES (CONTINUED)

         On February  19, 2002,  the Company  received  correspondence  from The
         Nasdaq  Stock  Market  Inc.  stating  that our  common  stock  would be
         delisted from trading because the bid price of our common stock did not
         equal or exceed $1.00 for a minimum of thirty consecutive  trading days
         prior to  February  19, 2002 as  required  by Nasdaq  Marketplace  Rule
         4310(c)(4).  The Company has  submitted  its plan to regain  compliance
         with respect to the bid price within the 180-calendar day grace period.
         In the event that our common stock is delisted  from Nasdaq,  we expect
         that our common  stock will  continue to be listed on the Boston  Stock
         Exchange and would also trade on the NASD's OTC Bulletin Board.

         A delisting of our common stock from the Nasdaq Stock Market could have
         an  adverse  effect on the  market  price of our  common  stock and the
         ability and capacity of persons to acquire or sell shares of our common
         stock.

9.       SUBSEQUENT EVENTS

         Bridge Loan:  On April 1, 2002 the Company  received a $150,000  bridge
         loan from an individual  investor which is due July 1,  2002,subject to
         prepayment  upon  completion  of  certain  financing.  The  loan  bears
         interest  at 12.5% per annum and the  Company  will issue a  three-year
         warrant to purchase  50,000  shares of its common  stock at an exercise
         price of $.90 per share.  The  placement  agent will  receive a $15,000
         placement fee.

         On May 9, 2002 the  Company  received  a $100,000  bridge  loan from an
         individual investor which is due August 31, 2002, subject to prepayment
         upon completion of certain financing.  The loan is non-interest bearing
         and the Company  will issue a  three-year  warrant to  purchase  37,500
         shares of its common stock at an exercise price of $.90 per share.  The
         placement agent will receive a $10,000 placement fee.


                                       13
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

FORWARD LOOKING STATEMENTS

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 our 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.  Forward-looking  statements  may
differ  from  actual  future  results  due to,  but not  limited  to, any of the
following possibilities:

     o   Our ability to maintain our Nasdaq market listing;
     o   Our ability to obtain new financing and restructure  existing financing
         on favorable terms including the bank debt due May 31, 2002;
     o   Our ability to effectively manage our growth, including the integration
         of newly acquired  operations,  and otherwise  monitor our  operations,
         costs, regulatory compliance, and service quality;
     o   Our ability to expand through attractively priced acquisitions;
     o   Our ability to identify future markets and successfully expand existing
         ones;
     o   Our  ability  to  maintain  our  valued  industry  partner  and  vendor
         relationships and attract new industry partners and vendors;
     o   Our  ability to  maintain  our client  relationships  and  attract  new
         clients;
     o   Our ability to attract and retain qualified personnel;
     o   The market acceptance and amount of sales of our products and services;
     o   The  effects of greater  than  anticipated  competition  requiring  new
         pricing,  marketing  strategies  or new product  offerings and the risk
         that we will not respond on a timely or profitable basis;
     o   Business and consumer trends, and economic conditions;
     o   The  effects of more  general  factors,  including  changes in economic
         conditions,  changes in the capital markets,  and changes in accounting
         practices  and practices  adopted or as required in generally  accepted
         accounting principles.

You 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.  Readers  should  carefully
review the risk factors  described in other documents we have filed from time to
time with the Security and Exchange  Commission.  We undertake no  obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.


                                       14
<PAGE>

RESULTS OF OPERATIONS

Net Sales. Net sales decreased in the 2002 first quarter by $2,474,846,  or 63%,
to $1,468,574 from $3,943,420 in the corresponding 2001 quarter.  Hardware sales
declined $2,060,153,  or 60%, to $1,371,786 from $3,431,939 in the corresponding
2001 quarter.  This decline is mainly attributable to PWR's inability to process
sales orders due to a lack of available working capital. Service sales decreased
$414,693,  or 81%, to $96,788 from $511,481 in the  corresponding  2001 quarter.
The 2002 first  quarter  includes no service  sales from Vizy NY which  reported
sales of $394,796 in the corresponding 2001 quarter.

Gross  Profit.  Gross profit  decreased by $283,538,  or 52%, to $257,019 in the
2002 first quarter,  from $540,557 in the corresponding  2001 quarter.  Hardware
gross  profit  decreased by  $230,270,  or 49%, to 236,446 from  $466,716 in the
corresponding  2001 quarter.  The decrease in gross profit was  attributable  to
lower hardware sales.  Hardware gross margin  increased to 17% in the 2002 first
quarter  from  14% in the  corresponding  2001  quarter.  Service  gross  profit
decreased by $53,268,  or 72%, to $20,573 in the 2002 first quarter from $73,841
in the corresponding  2001 quarter.  The increased  hardware margin was due to a
focus on higher margin goods in the product mix.  Service gross margin increased
to 21% in the 2002 first quarter from 14% in 2001. The increased  service margin
was related to higher margin sales associated with our newly acquired SpaceLogix
subsidiary.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses ("SG&A") decreased by $334,193,  or 25%, to $998,779 in
the 2002 first  quarter  from  $1,332,972  in the  corresponding  2001  quarter.
$263,300,  or  94% of the  decline  was  attributable  to  the  outsourcing  and
elimination of the production  staff at Vizy NY as well as its president in late
November  2001.  Corporate  SG&A declined by $130,953 in the 2002 first quarter.
This decline is related to the downsizing of corporate staff effected at the end
of the 2001 first quarter as well as the related reduction in facilities rental.
This  decline  was offset by our newly  acquired  subsidiary,  SpaceLogix  which
incurred  SG&A of $163,389 in the 2002 first  quarter,  primarily  consisting of
sales salaries and related selling expenses.

Amortization  of Goodwill and Other  Intangibles.  Amortization  of goodwill and
other intangibles  decreased  $227,726,  or 71%, to $93,866 from $321,592 in the
corresponding 2001 quarter. In accordance with Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangibles" (SFAS 142), as of January 1,
2002 the Company no longer amortizes goodwill. Of the $321,592 in the 2001 first
quarter,   $84,206  represented  the  amortization  of  goodwill,  and  $237,386
represented  the  amortization  of  other   intangibles.   The  decline  in  the
amortization of other  intangibles  was a result of the impairment  write-off of
the full amount of Vizy NY's  intangibles  in late November 2001 and  impairment
reductions in PWR's intangibles, also in the fourth quarter of 2001.

Depreciation and amortization:  Depreciation and amortization decreased $144,438
or 60%, to $96,578 in the 2002 first quarter from $241,016 in the  corresponding
2001quarter.  This decline was related to certain deferred consulting fees being
fully amortized in 2001.

Interest and other expense (income),  net. We reported interest and other income
of ($17,508) in the 2002 first quarter  compared to interest and other  expense,
net of $51,299 in the  corresponding  2001  quarter.  The first  quarter of 2001
included  $47,813 of amortized debt issuance expense incurred in connection with
a line of credit which  expired in 2001.  Additionally,  the 2002 first  quarter
reflects  $11,000 of  interest  income  related to the note from the sale of our
Serif Europe software subsidiary.


                                       15
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Our cash and cash equivalents increased by $37,830 to $327,433 at March 31, 2002
from $289,603 at December 31, 2001.

Operating activities

During the 2002 first quarter,  net cash used in operating  activities decreased
to $385,676 from  $584,236 in the  corresponding  2001 quarter.  The decline was
principally related to a decrease in our loss from operations to $914,696 in the
2002 first quarter from $1,593,906 in corresponding 2001 quarter.

Investing activities

Cash  provided by  investing  activities  in the 2002 first  quarter was $58,888
compared to cash used of $507,100 in the corresponding 2001 quarter. We sold our
Serif  Europe  operations  on March 31,  2001.  The  corresponding  2001 quarter
reflects  $209,646 of cash  utilized by that  discontinued  operation as well as
$537,767  of net cash  disposed  with the  business  sale,  partially  offset by
$239,838 we received when SPC's sublease of its California  premises  terminated
in early 2001.  During the 2002 first quarter,  we received  $68,741 in proceeds
from a note receivable from the sale of the Serif Europe operations.

Financing activities

Cash  provided by financing  activities  decreased to $364,618 in the 2002 first
quarter  from  $662,679 in the  corresponding  2001  quarter.  In the 2001 first
quarter, we received $776,020 from a revolving line of credit with IBM which was
partially offset by the payment of bank notes and other current debt of $266,614
and $72,957,  respectively.  Net proceeds from the sale of our common stock were
$481,547 in the 2002 first  quarter  compared  to $270,228 in the  corresponding
2001 quarter.

Working Capital Deficiency:

We have experienced recurring net losses since our inception,  and had a working
capital  deficiency of  $3,799,258 at March 31, 2002.  The increase of $141,488,
from our working  capital  deficiency  of  $3,657,770  at December 31, 2001,  is
principally a result of a decrease in revenues  caused by our inability to raise
capital and fulfill customers sales orders.

Financing Commitments and Prospects:
-----------------------------------

Debt  Financing:  On November 20, 2001, we reached a definitive  agreement  with
JPMorgan  Chase  Bank  ("JPMC")  to  extend  through  May 31,  2002  the loan of
approximately  $1,214,000 from JPMC to our PWR Systems subsidiary ("PWR"), which
had expired on October 29, 2001. On January 11, 2002,  PWR's  temporary  finance
inventory  finance facility with IBM Credit  Corporation  terminated  because we
chose not to put up a $50,000  irrevocable  letter of credit.  Also in the first
quarter of 2002,  certain of the PWR's primary  distributors  rendered decisions
effectively terminating PWR's credit line availability causing it to pay cash in
advance for the majority of its  purchases.  We have  identified  and negotiated
with Keltic  Financial  Partners,  LP ("Keltic") for up to a $2,000,000  line of
credit facility.  Availability  under the line is expected to be determined as a
percentage of borrowings against eligible, as defined, trade receivables.  Those
receivables are currently pledged to the bank, which has preliminarily agreed to
subordinate   those   receivables  in  exchange  for  a  payment  against  their
outstanding loan balance.  Certain details have yet to be finalized with JPMC to
complete the Keltic financing.  Management is hopeful we can effect an agreement
which will  result in an  extension  of the May 31, 2002 due date of the loan to
JPMC. Based on current  receivable  balances at April 30, 2002 the Company would
initially receive  approximately  $320,000 from Keltic,  after  consideration of
associated  fees.  It is expected that a portion of this amount will be utilized
to pay down our JPMC loan, with residual proceeds being utilized for PWR working
capital.  Additionally,  the  promissory  note held by us from our former visual
communications subsidiary provides for us to receive $480,000 in 2002. We expect
that the amounts repaid on this note,  which is currently  pledged to JPMC, will
be utilized  to extend and pay down the loan with JPMC based on our  preliminary
discussions  regarding the Keltic facility.  While we believe we will succeed in
completing negotiation of the


                                       16
<PAGE>

$2,000,000  line of credit  facility with Keltic and  restructure  our JPMC note
before May 31, 2002,  no  assurances  can be given that we will be successful in
either of these endeavors, and if unsuccessful we may default on this obligation
which will impair our ability to continue our operations.

Equity and other financing:  Trautman  Wasserman,  the Company's placement agent
has placed or  arranged in excess of  $1,000,000  in  financing  for the Company
through April 30, 2002.

For some time our principal  source of liquidity  has been from external  equity
and other  financings  rather than our operations.  Our operating  ability,  and
therefore  our  ability  to  generate  cash to cover our  operating  burden,  is
inextricably tied to having a certain base level of funding  availability either
in debt or equity,  or a  combination  of both.  We  believe  that over the next
twelve  months  we will  need to  raise at least  an  additional  $1,000,000  to
$1,500,000 to meet our currently  anticipated  liquidity and capital expenditure
requirements.  We  intend to seek  additional  financing  through  a variety  of
methods.  Additionally the longer it takes for us to raise money the greater our
needs  become.  Therefore,  we estimate  that each  additional  quarter in which
funding  is absent  can  result in an  additional  $200,000  or more in  funding
requirements. We believe we have taken significant strides over the past year to
reduce our  operating  burden in the face of  constrained  capital  markets  and
difficult  economic times but  nonetheless  need  additional  minimum  operating
capital to allow our operations to become the principal source of liquidity.  We
believe the  completion  of the  aforementioned  Keltic  facility  combined with
additional  funding  initiatives,  will  enable us to reach our  goals.  We also
believe that our relationship with our placement agent, Trautman Wasserman, will
be beneficial,  considering that with their assistance we have completed in just
the first quarter of 2002, more equity funding than all of 2001.

Our ability to continue to raise capital in 2002 is also  dependent in some part
on our ability to maintain our continued  Small Cap listing  status with Nasdaq.
See Nasdaq Compliance Matters in Note 8 to the condensed  consolidated financial
statements.  The loss of such  will  make it more  difficult  for us to meet our
capital  requirements.  We  intend to  utilize  our  available  funds in 2002 to
finance the working capital requirements of our PWR and SpaceLogix  subsidiaries
in our information  technology product and service solutions business.  Our cash
requirements,  however,  may change depending upon numerous factors,  including,
without limitation, the cost of integrating our businesses, as well as increased
personnel  costs,  inventory and accounts  receivable  arising from the sale and
shipment of new or  additional  products,  and other  expansion of our business.
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. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

NOTE PAYABLE TO FORMER LAW FIRM

We are  obligated on a  promissory  note in the amount of $464,342 to our former
law firm,  Kaufman & Moomjian,  LLC for legal  services  rendered.  On April 15,
2002, we defaulted on this note and the entire amount is due and payable. On May
1, 2002 we received a formal notice of default from the law firm.

FOREIGN CURRENCY RISK

Our  foreign  exchange  exposure  and gains and losses  have been  substantially
reduced given the divestiture of our international operations.

SEASONALITY

We believe that our information technology product and solutions business is not
characterized  by  significant  fluctuations,  though the fourth quarter of each
year may be our  period  of  strongest  financial  performance  as  corporations
attempt to meet their budget allocations.

INFLATION

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


                                       17
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 141, "Business  Combinations" and
No.  142,  "Goodwill  and  Other  Intangible  Assets."  SFAS  No.  141supersedes
Accounting Principles Board ("APB") Opinion 16 "Business  Combinations" and SFAS
No. 38  "Accounting  for  Pre-acquisition  Contingencies,"  and  eliminates  the
pooling-of-interests  method of accounting for business  combinations except for
qualifying business combinations that were initiated prior to July 1, 2001. SFAS
No. 141 also  includes new criteria to recognize  intangible  assets  separately
from  goodwill.  The  requirements  of SFAS 141 are  effective  for any business
combination  accounted for by the purchase  method that is completed  after June
30, 2001 (i.e., the acquisition  date is July 1, 2001 or after).  We applied the
criteria under this statement in regard to our acquisition of SpaceLogix Inc. in
December 2001.

SFAS No. 142,  supersedes  APB Opinion No. 17,  "Intangible  Assets," and states
that  goodwill  and  intangible  assets  with  indefinite  lives  are no  longer
amortized  but are reviewed  for  impairment  annually,  or more  frequently  if
impairment indicators arise.  Separable intangible assets that are not deemed to
have an indefinite  life will continue to be amortized  over their useful lives.
The discontinuing of amortization  provisions under SFAS No. 142 of goodwill and
indefinite lived intangible assets apply to assets acquired after June 30, 2001.
In addition,  the  impairment  provisions  of SFAS 142 apply to assets  acquired
prior to July 1, 2001 upon adoption of SFAS 142. We adopted this statement as of
January 1, 2002. Under the transitional  goodwill  impairment test,  goodwill in
each reporting unit must be tested for impairment as of January 1, 2002. We have
six months to complete the first step of the  transitional  goodwill  impairment
test but the amounts  used to perform the test must be those at January 1, 2002.
If the  carrying  amount of the net  assets  of the  reporting  unit  (including
goodwill)  exceeds the fair value of that reporting unit, the second step of the
transitional goodwill impairment test must be completed as soon as possible, but
no later than December 31, 2002.  The second step of the  transitional  goodwill
impairment  test measures the amount of impairment loss by measuring the implied
fair value of the  goodwill  against its  carrying  value.  An  impairment  loss
recognized  as a result  of a  transitional  goodwill  impairment  test  will be
recognized  as the  effect  of a change  in  accounting  principle.  Although  a
transitional  impairment  loss for  goodwill  may be  measured in other than the
first  interim  reporting  period,  it shall be  recognized in the first interim
period  irrespective  of the  period  in  which  it is  measured.  Therefore,  a
transitional  goodwill  impairment  loss,  which is measured in any period other
than the first interim reporting period will require the amendment of previously
filed interim period financial statements.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived  Assets ("SFAS No. 144"),  which supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be  disposed  of." The  primary  objective  of SFAS No.  144 is to  develop  one
accounting  model  based  on the  framework  established  in  SFAS  No.  121 for
long-lived  assets  to be  disposed  of by  sale,  and  to  address  significant
implementation  issues.  The  provisions of this statement are effective for our
fiscal year beginning January 1, 2002.


                                       18
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         Community  Towers,  LLC vs.  Software  Publishing  Corporation:  In the
         fourth  quarter  of 1998,  an action  was  commenced  against  Software
         Publishing  Corporation  ("SPC"),  a  subsidiary  of  the  Company,  in
         California in which Community Towers, LLC sought $300,000 plus interest
         and attorneys fees in damages in addition to other causes of action for
         SPC's  alleged  violation  of a lease for office  space  located in San
         Jose, California.  This was the location at which SPC had its principal
         place of business and at which we had our principal  executive  offices
         during the period of January 1997 through January 1998.

         On April 10, 2002 this matter was  settled for  $300,000.  We agreed to
         pay $200,000 in common  stock at a price of $.78 per share,  or 256,410
         common shares, and SPC will pay $100,000 in cash. At March 31, 2002, we
         had fully  provided for this  settlement.  SPC has paid $25,000 in cash
         and pledged common shares for the $75,000 of the cash  settlement.  The
         pledged  shares  equate to an  additional  96,154  shares,  and will be
         returned to us when SPC pays the $75,000. We have sixty days to pay the
         $75,000 or will pay 2% a month  interest  on the unpaid  balance  until
         paid.  We have agreed to register  these shares by June 30,  2002,  and
         have agreed to cause a  registration  statement for the resale of these
         shares to become effective by September 30, 2002. Community Towers, LLC
         may sell up to 16.66% of the 256,410 common shares on a quarterly basis
         starting  October 1, 2002.  Should the registration not be effective by
         September 30, 2002, we have agreed to a put option  whereby  during the
         quarters  beginning  October  1,  2002 and  January  1,  2003 we may be
         required  to  purchase  16.66% each  quarter of  Community  Tower LLC's
         shares, at the aforementioned  dates at the market price of such shares
         at the beginning of each quarter, but not greater than $.78 per share.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

         On December  14,  2001 we issued  convertible  promissory  notes in the
         aggregate original principal amount of $150,000,  bearing interest at a
         rate of six percent per annum.  On January 2, 2002 the holders of these
         notes exercised their  conversion  privileges and the unpaid  principal
         plus  accrued  but unpaid  interest  was  converted  into an  aggregate
         240,760 shares of our common stock, at a conversion price of $0.625 per
         share  of  common  stock.  These  shares  were  issued  as  follows  in
         proportion to the value of each entity's note: 192,608 common shares to
         Koyah Leverage  Partners LP, 36,114 common shares to Koyah Partners LP,
         and 12,038  shares to Raven  Partners  LP.  Trautman  Wasserman  as the
         placement  agent will  receive a five-year  warrant to purchase  24,076
         shares of common stock at an exercise price of $1.00 per share, as well
         as a $15,000  placement  fee. The issuance of the shares and notes were
         private transactions exempt from registration  pursuant to Section 4(2)
         of the Securities Act.

         On  February  14,  2002 we sold  76,923  shares of our common  stock to
         William  Jaffe at a price  of $.65 per  share,  for  which we  received
         $50,000.  Trautman  Wasserman  as the  placement  agent will  receive a
         five-year  warrant  to  purchase  7,692  shares of  common  stock at an
         exercise price of $1.00 per share,  and a placement fee of $5,000.  The
         issuance of the shares and warrant  were  private  transactions  exempt
         from registration pursuant to Section 4(2) of the Securities Act.

         On  February  26,  2002 we sold  38,461  shares of our common  stock to
         Michael  Schwartzbard  at a price  of $.65  per  share,  for  which  we
         received aggregate gross proceeds of $25,000. Trautman Wasserman as the
         placement  agent will  receive a five-year  warrant to  purchase  3,846
         shares of our common stock at an exercise price of $1.00 per share, and
         a placement fee of $2,500.  The issuance of the shares and warrant were
         private transactions exempt from registration  pursuant to Section 4(2)
         of the Securities Act.

         On March 15, 2002 we received $25,000 in a short-term loan from Douglas
         Greenwood,  a principal of our placement agent, Trautman Wasserman.  We
         have agreed to pay 10% interest and issued a warrant to purchase  7,500
         shares of common  stock at an  exercise  price of $1.00 per share.  The
         issuance of this warrant and note were private transactions exempt from
         registration pursuant to Section 4(2) of the Securities Act.


                                       19
<PAGE>

         In connection with a March 22, 2002  subscription  agreement,  on March
         28,  2002 we sold  615,385  shares  at a price of $.65 per  share,  and
         issued a  five-year  warrant  commencing  November  1, 2002 to purchase
         184,615  shares of our common  stock at an exercise  price of $1.00 per
         share to Ram  Trading  Ltd.,  for  which we  received  aggregate  gross
         proceeds of $400,000.  On the same date, we sold 153,846  shares of our
         common  stock at a price  of $.65 per  share,  and  issued a  five-year
         warrant  commencing  November 1, 2002 to purchase  46,154 shares of our
         common stock at an exercise price of $1.00 per share to DeMaio Partners
         LLC,  for which we received  $100,000.  With  respect to the  aggregate
         transaction,  Trautman  Wasserman  the  placement  agent will receive a
         five-year  warrant to  purchase  76,923  shares of our common  stock at
         $1.00 per share commencing November 1, 2002, as well as a placement fee
         of  $50,000. The  issuance  of the shares  and  warrants  were  private
         transactions  exempt from registration  pursuant to Section 4(2) of the
         Securities Act.

         On April 1, 2002 we received a $150,000  bridge loan from Brian Dow, an
         individual  investor,  which is due July 1, 2002, subject to prepayment
         upon completion of certain financing.  The loan bears interest at 12.5%
         per annum and we will issue a  three-year  warrant to  purchase  50,000
         shares of our  common  stock at an  exercise  price of $.90 per  share.
         Trautman  Wasserman,   as  placement  agent,  will  receive  a  $15,000
         placement  fee.  The  issuance  of the  warrant  and note were  private
         transactions  exempt from registration  pursuant to Section 4(2) of the
         Securities Act.

         On April 18,  2002 we issued  256,410  shares  of our  common  stock to
         settle a litigation  matter  between  Software  Publishing  Corporation
         ("SPC") and a Community  Towers,  LLC. In  addition,  we issued  96,154
         shares of our common  stock as security for the $75,000 cash to be paid
         by SPC to Community Towers, LLC. The pledged shares will be returned to
         us when SPC pays the $75,000. The issuance of these shares were private
         transactions  exempt from registration  pursuant to Section 4(2) of the
         Securities Act.

         On May 9, 2002 we received a $100,000  bridge loan from Adam  Rosmarin,
         an  individual  investor,  which is due  August  31,  2002,  subject to
         prepayment under certain conditions.  The loan is non-interest  bearing
         and we will issue a three-year warrant to purchase 37,500 shares of its
         common  stock  at  an  exercise  price  of  $.90  per  share.  Trautman
         Wasserman,  as placement agent,  will receive a $10,000  placement fee.
         The issuance of the warrant and note were private  transactions  exempt
         from registration pursuant to Section 4(2) of the Securities Act.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         We are obligated on a promissory  note in the amount of $464,342 to our
         former law firm,  Kaufman & Moomjian,  LLC for legal services rendered.
         On April 15, 2002,  we defaulted on this note and the entire  amount is
         due and payable.  On May 1, 2002 we received a formal notice of default
         from the law firm.

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

         3.1   Amendment to By-Laws of Vizacom Inc. dated December 27, 2001.

         (b.)  Reports on Form 8-K

         We filed on Form 8-K on January 14, 2002 under Item 2  "Acquisition  or
         Disposition  of  Assets"  and Item 7  "Financial  Statements,  ProForma
         Financial  Information  and Exhibits"  disclosure of our acquisition of
         SpaceLogix  Inc.  effective  December 28, 2001,  including  the audited
         financial statements and Pro Forma presentation. This 8-K also included
         details of a registration rights agreement and an employment  agreement
         with Paul Block, a former  officer of  SpaceLogix,  and the election of
         Mr. Block to Class I of our Board.  Additionally we reported under Item
         5 "Other Events" note payment deferral  agreements with Messrs DiSpigno
         and Salav, and Mr. Kaufman;  a settlement and general release agreement
         with Andrew Edwards, our former president of Vizy NY; and a convertible
         promissory note transaction.

         We filed on March 8, 2002 under  Item 5 "Other  Events"  disclosure  of
         SpaceLogix's agreement with MCIWorldcom to be a solutions provider.

         We filed on Form  8-K/A on March 20,  2002,  in respect of our Form 8-K
         filed on  January  14,  2002,  under Item 5 "Other  Events"  and Item 7
         "Financial   Statements"  updated  disclosure  on  the  acquisition  of
         SpaceLogix  and updated  footnote  disclosure in the audited  financial
         statements of SpaceLogix.


                                       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 14, 2002               By:              /s/ Vincent DiSpigno
                                        ----------------------------------------
                                                      Vincent DiSpigno
                                        Chief Executive Officer,
                                        Chairman of the Board, and President
                                        (Principal Executive Officer)


Dated:  May 14, 2002               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

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

         3.1      Amendment to By-Laws of Vizacom Inc. dated December 27, 2001.


                                       23