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 SEPTEMBER 30, 2001

[ ]  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: 2,523,867 shares of Common Stock, as
of October 31, 2001.

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 September 30, 2001
   (UNAUDITED) and December 31, 2000                                          3

Condensed Consolidated Statements of Operations for the Three and
    Nine Months Ended September 30, 2001 and 2000 (UNAUDITED)                 4

Condensed Consolidated Statement of Changes in Stockholders' Equity
   for the Nine Months Ended September 30, 2001 (UNAUDITED)                   5

Condensed Consolidated Statements of Cash Flows for the Nine Months
   Ended September 30, 2001 and 2000 (UNAUDITED)                              6

Notes to Condensed Consolidated Financial Statements                       7-21

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS                                        22-29

PART II - OTHER INFORMATION                                               30-33

                                       2
<PAGE>


                                  VIZACOM INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                September 30,    December 31,
                                                                                    2001             2000
                                                                                -------------    -------------
ASSETS                                                                          (Unaudited)
<S>                                                                             <C>              <C>
Current assets:
   Cash and cash equivalents                                                    $     191,056    $    843,836
   Marketable securities                                                                  -               797
   Receivables
      Trade, less allowances of $319,106 and $608,975                               1,198,356       3,341,960
      Other                                                                            62,207         155,025
      Notes, current portion                                                          418,549          60,336
   Inventories                                                                        304,609         864,031
   Restricted cash                                                                    150,000             -
   Prepaid expenses and other current assets                                          143,719         329,152
                                                                                --------------   -------------
        Total current assets                                                        2,468,496       5,595,137
Property and equipment, net                                                           221,931         818,132
Goodwill, net of accumulated amortization of $1,032,632 and $780,012                1,767,420       1,670,040
Business processes and methodologies, workforce, and customer lists, net of
 accumulated amortization of $1,491,903 and $779,746                                3,046,097       3,758,254
Deferred consulting costs                                                             921,826       1,371,823
Note receivable, long term                                                            384,734             -
Other assets                                                                           63,609         868,811
                                                                                --------------   -------------
        Total assets                                                            $   8,874,113    $ 14,082,197
                                                                                ==============   =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Bank note payable                                                            $   1,214,172    $  1,214,172
   Related party notes and other related party liabilities                          1,036,525         563,867
   Bridge loan payable, face amount $250,000, net of unamortized debt
     discount of $250,000 at September 30, 2001                                           -                -
   Current portion of long-term debt and capital lease obligations                    239,528         465,105
   Accounts payable                                                                 1,845,890       5,027,736
   Accrued liabilities                                                              1,499,434       2,622,875
   Sales and value-added taxes payable                                                  3,837         386,089
                                                                                --------------   -------------
        Total current liabilities                                                   5,839,386      10,279,844
Related party notes, long term                                                        126,685             -
Long-term debt and capital lease obligations, less current maturities                   4,623          48,717
                                                                                --------------   -------------
        Total liabilities                                                           5,970,694      10,328,561
                                                                                --------------   -------------
Commitments and contingencies
Stockholders' equity:
   Common stock, par value $.001 per share,
       60,000,000 shares authorized, 2,404,177 and 1,619,087 shares issued             2,404            1,619
   Additional paid-in capital                                                     72,635,550       70,851,835
   Accumulated deficit                                                           (69,548,375)     (66,954,898)
   Accumulated other comprehensive loss                                              (95,765)        (134,525)
   Unamortized debt discount in excess of bridge loan                                (80,000)             -
   Treasury stock, 310 shares, at cost                                               (10,395)         (10,395)
                                                                                --------------   -------------
   Total stockholders' equity                                                      2,903,419        3,753,636
                                                                                --------------   -------------
   Total liabilities and stockholders' equity                                   $  8,874,113     $ 14,082,197
                                                                                ==============   =============
</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>

                                  VIZACOM INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                        Three Months Ended Sept. 30,     Nine Months Ended Sept. 30,
                                                        ----------------------------     ---------------------------
                                                             2001          2000               2001          2000
                                                        ------------- --------------     ------------- -------------
<S>                                                     <C>           <C>                <C>           <C>
Net sales                                               $  1,912,774  $   4,329,310      $ 10,649,809  $  9,955,124
Cost of sales                                              1,490,324      3,898,878         9,013,443     8,154,306
                                                        ------------- --------------     ------------- -------------
Gross profit                                                 422,450        430,432         1,636,366     1,800,818

Selling, general and administrative expenses               1,396,352      1,726,071         4,450,988     4,739,415
Restructuring expenses                                           -              -             187,584           -
Amortization of goodwill, business processes and
  methodologies, workforce, and customer lists               321,593        484,993           964,777     1,043,697
Realized loss (gain) on marketable securities                    -              -              85,226    (1,095,348)
Interest and other expense, net of other income               47,438         77,215           153,989       216,682
                                                        ------------- --------------     ------------- -------------
                                                           1,765,383      2,288,279         5,842,564     4,904,446

   Loss from continuing operations                        (1,342,933)    (1,857,847)       (4,206,198)   (3,103,628)

Discontinued operations:
   Income (loss) from operations of
      discontinued businesses                                    -         (718,244)          139,384    (3,611,009)
   Gain on sale of discontinued operations                       -              -           1,473,337           -
                                                        ------------- --------------     ------------- -------------
   Income (loss) from discontinued operations                    -         (718,244)        1,612,721    (3,611,009)

   Net loss                                             $ (1,342,933) $  (2,576,091)     $ (2,593,477) $ (6,714,637)
                                                        ============= ==============     ============= =============

Net income (loss) per common share:
   Continuing operations                                $      (0.64) $       (1.52)     $      (2.17) $      (2.90)
   Discontinued operations                              $        -    $       (0.59)     $       0.83  $      (3.37)
                                                        ------------- --------------     ------------- -------------

   Net loss per common share -  basic and diluted       $      (0.64) $       (2.11)     $      (1.34) $      (6.27)
                                                        ============= ==============     ============= =============
   Weighted average number of common shares
      outstanding - basic and diluted                      2,093,307      1,218,273         1,940,993     1,070,935
                                                        ============= ==============     ============= =============
</TABLE>
See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>

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

<TABLE>
<CAPTION>

                                                                                                Unamortized
                                                                                    Accumulated    Debt
                                                                                       Other     Discount
                                                        Additional                 Comprehensive in Excess                Total
                                                          Paid-In      Accumulated      Income   of Bridge   Treasury  Stockholders'
                                    Shares    Amount      Capital       Deficit        (Loss)      Loan       Stock       Equity
                                 ----------- --------  ------------- -------------  -----------  ---------  ---------- ------------
<S>                               <C>        <C>       <C>           <C>            <C>          <C>        <C>        <C>
Balance at December 31, 2000      1,619,087  $ 1,619   $ 70,851,835  $ (66,954,898) $ (134,525)             $ (10,395) $ 3,753,636

Net  loss                               -        -              -       (2,593,477)        -          -           -            -
Realized loss on marketable
   securities                           -        -              -              -        85,226        -           -            -
Currency translation adjustment         -        -              -              -       (46,466)       -           -            -
                                                                     --------------  ----------
TOTAL COMPREHENSIVE INCOME (LOSS)                                       (2,593,477)     38,760        -           -     (2,554,717)
                                                                     --------------  ----------
Sale of common stock in private
   placements, net                  149,000      149        269,166            -           -          -           -        269,315
Common stock issued to satisfy
   outstanding liabilties            27,800       28        151,190            -           -          -           -        151,218
Common stock issued in connection
   with settlement agreements       160,000      160        408,270            -           -          -           -        408,430
Common stock  and warrants issued
   in connection with consulting
   services                         157,000      157        391,984            -           -          -           -        392,141
Common stock issued in connection
   with the PWR merger agreement     91,290       91            (91)           -           -          -           -            -
Common stock issued in connection
   with bridge loan                 200,000      200        329,800            -           -      (80,000)        -        250,000
Restructuring of related party
   debt                                 -        -          233,396            -           -          -           -        233,396
                                 ----------- --------  ------------- -------------  -----------  ---------  ---------- ------------
Balance at September 30, 2001     2,404,177  $ 2,404   $ 72,635,550  $(69,548,375)  $  (95,765)  $(80,000)  $ (10,395) $ 2,903,419
                                 =========== ========  ============= =============  ===========  =========  ========== ============
</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>


                                  VIZACOM INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                               Nine Months Ended Sept. 30,
                                                                             -------------------------------
                                                                                  2001            2000
                                                                             --------------   -------------
OPERATING ACTIVITIES:
<S>                                                                           <C>             <C>
Loss from continuing operations                                               $ (4,206,198)   $ (3,103,628)
Adjustments to reconcile loss from continuing operations
    to net cash used in operating activities:
   Depreciation and amortization                                                 1,907,883       1,605,378
   Realized loss (gain) on marketable securities                                    85,226      (1,095,348)
   Realized loss on sale of property and equipment                                     891             -
   Warrants, common stock, and stock options issued for consulting services        239,811         321,504
    Provision for bad debts                                                        279,688          62,329
   Changes in assets and liabilities, net of effects of acquisitions and
dispositions:
      Receivables                                                                1,655,639        (522,636)
      Inventories                                                                   81,061        (192,820)
      Prepaid expenses and other current assets                                    (83,456)         41,325
      Accounts payable                                                            (293,116)        883,887
      Accrued liabilities                                                         (259,539)        174,034
      Sales and value-added taxes payable                                          (32,420)        (20,192)
                                                                             --------------   -------------
             Net cash used in continuing operations                               (624,531)     (1,846,167)
             Net cash provided by (used in) discontinued operations                211,278      (4,627,905)
                                                                             --------------   -------------
             Net cash used in operating activities                                (413,253)     (6,474,072)
                                                                             --------------   -------------
INVESTING ACTIVITIES:
Purchase of property and equipment                                                  (2,217)       (114,310)
Net proceeds from sale of property and equipment                                     1,350             -
Proceeds from note receivable                                                      184,217             -
Increase in other assets                                                           (21,989)        (10,673)
Decrease in restricted cash                                                         89,838             -
Disposition of business, net of cash disposed                                     (387,767)            -
Acquisitions of businesses, net of cash acquired                                       -        (1,318,831)
                                                                             --------------   -------------
             Net cash used in continuing operations                               (136,568)     (1,443,814)
             Net cash used in discontinued operations                             (209,646)       (108,721)
                                                                             --------------   -------------
             Net cash used in investing activities                                (346,214)     (1,552,535)
                                                                             --------------   -------------
FINANCING ACTIVITIES:

Proceeds from sale of common stock - net                                           269,315       7,626,580
Proceeds from bank notes payable and inventory financing facility, net                 -          (709,465)
Proceeds from exercise of warrants and options                                         -           839,159
Payment of related party notes payable                                            (266,614)       (432,313)
Proceeds from bridge loan                                                          250,000             -
Payment of long-term debt and capital lease obligations                           (151,357)        (92,395)
                                                                             --------------   -------------
             Net cash provided by continuing operations                            101,344       7,231,566
             Net cash used in discontinued operations                              (43,998)       (202,710)
                                                                             --------------   -------------
             Net cash provided by financing activities                              57,346       7,028,856
                                                                             --------------   -------------
                                                                             --------------   -------------
Effect of exchange rate changes on cash and cash equivalents                        49,341        (235,425)
                                                                             --------------   -------------
Decrease in cash and cash equivalents                                             (652,780)     (1,233,176)
Cash and cash equivalents at beginning of period                                   843,836       1,730,495
                                                                             --------------   -------------
Cash and cash equivalents at end of period                                   $     191,056    $    497,319
                                                                             ==============   =============

Supplemental disclosure of cash flow information:
  Interest paid
      Continuing operations                                                  $     119,689    $    101,093
                                                                             ==============   =============
      Discontinued operations                                                $       5,730    $     57,102
                                                                             ==============   =============
</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. (the  "Company") and its wholly owned  subsidiaries  have been
     prepared in accordance with accounting principles generally accepted in the
     United  States of America 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.  All share  amounts  and prices  have been  adjusted to reflect a
     one-for-ten  (1:10)  reverse  stock split that became  effective on May 23,
     2001.  Operating results for the nine-month period ended September 30, 2001
     are not necessarily  indicative of the results that may be expected for the
     year  ending  December  31,  2001.  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,
     2000. The condensed  consolidated balance sheet as of December 31, 2000 has
     been derived from the Company's  audited  consolidated  balance sheet as of
     that date.

2.   RECENT ACCOUNTING PRONOUNCEMENTS

     In July 2001, the Financial  Accounting  Standards  Board  ("FASB")  issued
     Statement of Financial  Accounting  Standards  ("SFAS") No. 141,  "Business
     Combinations" and SFAS No. 142, "Goodwill and Intangible  Assets." SFAS 141
     requires  that all business  combinations  be accounted for by the purchase
     method of accounting and changes the criteria for recognition of intangible
     assets acquired in a business combination. The provisions of SFAS 141 apply
     to all business  combinations  initiated  after June 30, 2001.  The Company
     does not expect that the  adoption of SFAS 141 will have a material  effect
     on its consolidated  financial position or results of operations.  SFAS 142
     requires that goodwill and intangible  assets with indefinite  useful lives
     no longer be amortized but tested for impairment at least  annually,  while
     intangible  assets with finite useful lives  continue to be amortized  over
     their  respective  useful lives.  The statement also  establishes  specific
     guidance for testing goodwill and intangible  assets with indefinite useful
     lives for  impairment.  The  provisions  of SFAS 142 will be effective  for
     2002. However,  goodwill and intangible assets acquired after June 30, 2001
     will be subject  immediately  to the provisions of SFAS 142. The Company is
     currently in the process of evaluating the potential impact the adoption of
     SFAS 142 will have on its  consolidated  financial  position  or results of
     operations.

3.   LIQUIDITY AND BUSINESS RISKS

     With  the  exception  of  the  first  quarter  of  2001,  the  Company  has
     experienced  recurring  net losses since its  inception,  and had a working
     capital  deficiency of $3,370,890 at September 30, 2001. The improvement of
     $1,313,817,  from its working capital  deficiency of $4,684,707 at December
     31,  2000,  is  attributable  to the  Company's  disposition  of its visual
     communications  and international  operations in the first quarter of 2001,
     described in Note 6.

     In January  2001,  the  Company  sold  149,000  shares of common  stock for
     aggregate  gross  proceeds of $372,500.  On March 31, 2001 the Company sold
     its Serif visual communications  software  subsidiaries.  The note received
     from  Serif  Inc.,  one  of  the  Company's  former  visual   communication
     subsidiaries,  provides for payments to the Company of monthly installments
     aggregating  $360,000 in 2001 and $480,000 in 2002. In September  2001, the
     Company  signed a letter of intent to purchase a privately  held company as
     described in Note 5. As a condition to this transaction, the Company agreed
     to restructure or satisfy $1,000,000 of current liabilities. This privately
     held  company  agreed to lend an  aggregate  of  $650,000 to the Company in
     advance of the prospective  transaction.  The Company received  $250,000 in
     September  2001 and an additional  $200,000 of these loans in October 2001.
     The final $200,000 is expected in November 2001.

                                       7
<PAGE>

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

3.   LIQUIDITY AND BUSINESS RISKS (CONTINUED)

     On July 18, 2001,  the Company's PWR subsidiary was notified that it was in
     default of its obligations by a provider of a temporary  inventory  finance
     facility in the approximate amount of $200,000.  This loan was subsequently
     repaid in full. On October 10, 2001, the inventory  finance company advised
     PWR that no  further  financing  would be  provided  until it  receives  an
     irrevocable  letter of credit of not less than $50,000 in its favor from an
     acceptable  financial  institution.  If the  foregoing  is not  received by
     January 11, 2002, the credit facility will be terminated.

     As  of  September  30,  2001  approximately  $1,200,000  of  the  Company's
     outstanding  debt obligations was owed to a bank on a short-term basis with
     no long-term  lending   commitment.  The  loan expired on October 29, 2001.
     Upon expiration  the underlying  collateral  for  the debt  obligation  was
     insufficient  to support the level of borrowing.  The Company believes that
     it has reached a preliminary oral  agreement in principal  with the bank on
     a new six-month  note,  bearing  interest  at prime plus one-half  percent,
     with payments as  follows:  (a) no principal  payments through February 28,
     2002, except that the  Company  will pay  $125,000  out of the  proceeds of
     its  anticipated  private  placement, (b) approximately $40,000  per  month
     starting  on  or  about  March 1, 2002 and (c) an additional $25,000 out of
     each $1 million  in  additional  net  proceeds  above $1  million  that the
     Company  raises in its anticipated  private  placement.  In connection with
     this six-month  note,  the  Company  will  provide  the  bank  with a first
     priority  lien  on  its  promissory note from Serif Inc.  Additionally, the
     Company's SPC subsidiary will guaranty this note and grant a first priority
     lien  on its U.S. Harvard trademark rights. There can be no assurance  that
     the Company  will be able to finalize any agreement with the bank,  or that
     any agreement will be on the terms described above.

     The  Company  believes  that over the next  several  months it will need to
     raise at least an additional  $2,000,000 to meet its currently  anticipated
     liquidity and capital expenditure requirements.  Management intends to seek
     additional  financing  through  one or more debt,  equity,  or  convertible
     securities  offerings,  through  the sale of assets or  through a merger or
     acquisition.  There can be no assurance that the Company will be successful
     in completing  any such offering or offerings,  sale of assets or merger or
     acquisition,  or any other offerings or transactions,  or that the terms of
     any  such  offering  or  offerings,  transaction  or  transactions  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.

4.   LOSS PER SHARE

     Basic loss per share is computed based upon the weighted  average number of
     common shares outstanding  during each period presented.  Stock options and
     warrants did not have an effect on the computation of diluted  earnings per
     share in the three and nine-month periods ended September 30, 2001 and 2000
     since they were anti-dilutive.

5.   ACQUISITION AND BRIDGE LOAN TRANSACTIONS AND RELATED AGREEMENTS

     In  September  2001,  the Company  executed a letter of intent to acquire a
     privately-held   New   York   City   based   company,    SpaceLogix,   Inc.
     ("SpaceLogix").  SpaceLogix is a facilities-based managed services provider
     that  resells  co-location  and  network  management  services  through its
     relationships   with   landlords,   major   telecommunications   companies,
     utilities, and other third-party data center owners. Under the terms of the
     letter  of  intent,  SpaceLogix  is  extending  to the  Company a series of
     secured bridge loans for a total of $650,000,  and in connection  therewith
     will receive 400,000 shares of the Company's  common stock. The bridge loan
     bears  interest  at 9% and is  secured  by the  Company's  interest  in its
     promissory  note from Serif Inc. This  security  interest is expected to be
     subordinated to the anticipated security interest of the bank in this note.
     See Notes 3 and 6. The Company has agreed to utilize approximately $450,000
     of  the  total  bridge  loans  for  working  capital  of  its  PWR  Systems
     subsidiary, though no assurance can be given that this will be achieved. On
     September 18, 2001, the Company received the first $250,000  installment of
     the  bridge  loan,  and  issued  200,000  shares  of its  common  stock  to
     SpaceLogix.  On October 10, 2001, the

                                       8
<PAGE>

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

5.   ACQUISITION AND BRIDGE LOAN TRANSACTIONS AND RELATED AGREEMENTS (CONTINUED)

     Company  received the second  $200,000  installment of the bridge loan, and
     issued 100,000 shares of its common stock to SpaceLogix. The final $200,000
     installment of the bridge loan is expected to be received in November 2001.
     SpaceLogix  may satisfy  part of the final  installment  of the bridge loan
     through  the  arrangement  of a letter of  credit  for the  benefit  of the
     Company.  The bridge  loan is payable  upon  demand in monthly  payments of
     $40,000 upon  termination  of merger  negotiations.  If the merger does not
     occur,  other than as a result of any actions or  inactions by or on behalf
     of the Company,  upon  retirement of the bridge loan, all 400,000 shares of
     the  Company's  common stock issued to  SpaceLogix  will be returned to the
     Company for  cancellation.  If the merger does not occur as a result of any
     actions or inactions by or on behalf of the Company,  including the failure
     to obtain stockholder approval, upon retirement of the bridge loan, 200,000
     of such  shares will be  returned  by  SpaceLogix.  Upon the closing of the
     acquisition of SpaceLogix, the Company expects to issue 1,950,000 shares of
     its common stock, and the former stockholders of SpaceLogix will own in the
     aggregate  approximately 49% of the issued and outstanding  common stock of
     the Company. The Company also expects to issue warrants to purchase 600,000
     shares of the Company's common stock, at an exercise price equal to 110% of
     the market price,  so that the former  stockholders  of SpaceLogix will own
     approximately  45% of the common  stock of the  Company on a fully  diluted
     basis. Certain SpaceLogix stockholders are to place an aggregate of 750,000
     of the shares they receive in escrow,  to be released upon  completion of a
     private  placement  to  accredited  investors  that  raises  no  less  than
     aggregate net proceeds of $1,000,000 for the Company within 120 days of the
     closing of the merger.  Upon the completion of the acquisition,  SpaceLogix
     will have the right to  appoint  one  director  to the  Company's  Board of
     Directors.  The  Company  and  SpaceLogix  have  agreed  to  mutual no shop
     provisions with a fee of $50,000 if violated by either party.

     The  placement  agent for the  private  placement  will  receive an 8% cash
     commission, a 2% non accountable expense allowance, and warrants for 10% of
     the  shares  sold  in the  private  placement  exercisable  at  150% of the
     offering price of the stock in the private placement. In addition, upon the
     completion  of the  private  placement,  the  Company  will  enter  into an
     investment  banking  agreement  with the placement  agent.  The  investment
     banking agreement will provide as compensation for such services,  warrants
     to purchase 400,000 shares of common stock of the Company, 200,000 of which
     shall be  exercisable  at 120% and 200,000 of which shall be exercisable at
     150% of the market  price of the  Company's  common stock as of the date of
     such investment banking agreement.  Certain  stockholders of SpaceLogix are
     affiliated or associated with the placement agent.

     As a condition to the execution of the  SpaceLogix  merger  agreement,  the
     Company was required to restructure or satisfy  approximately $1,000,000 of
     current  liabilities as of June 30, 2001 to the reasonable  satisfaction of
     SpaceLogix.  Through a series of transactions completed as of September 30,
     2001, the Company has achieved this objective.  The Company entered into an
     agreement with its corporate counsel, of which its Chairman of the Board is
     a member,  to  reduce  and  restructure  outstanding  liabilities  totaling
     $739,655 as of September 30, 2001.  This agreement  reduces the amount owed
     to this firm by $300,000  and  provides  for the issuance by the Company to
     such firm of a secured promissory note in the principal amount of $439,655,
     bearing  interest  at 6.6% per annum.  The  promissory  note  provides  for
     monthly payments of $25,000  beginning the earlier of the first month after
     the  closing of the  SpaceLogix  acquisition  or  January  1, 2002,  with a
     $150,000   prepayment   upon  the  completion  of  the  private   placement
     contemplated by the SpaceLogix letter of intent. The note is collateralized
     by the  Company's  interest  in the  promissory  note from Serif Inc.  This
     security interest is subordinated to the security interest of SpaceLogix in
     this note, and is expected to be subordinated  to the anticipated  security
     interest  of the bank  in this note.  The Company has reduced the  recorded
     liability to its corporate  counsel from the previous  total of $739,655 in
     September  30, 2001 to $506,259,  representing  the total of the  principal
     amount of the note, interest thereon over the term of the note, and certain
     contingent payment amounts.  The resulting reduction in indebtedness in the
     amount of $233,396 has been recorded as a contribution to capital.

                                       9
<PAGE>

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

5.   ACQUISITION AND BRIDGE LOAN TRANSACTIONS AND RELATED AGREEMENTS (CONTINUED)

     The  Company  entered  into  amendments  to  the  PWR  Merger Agreement and
     employment  agreements with its  President and its Vice President and Chief
     Technology  Officer, each  of  whom  is  also  a  director  of the Company,
     pursuant  to  which  their  annual  salaries  are reduced from  $200,000 to
     $125,000  each  effective on October 1, 2001. These two officers  will also
     receive payments of 17.5% each, of net income (as defined) of the Company's
     PWR subsidiary  in excess of pre-determined  quarterly  targets through the
     first quarter of 2003.  Net income is defined as the income of  PWR  before
     amortization  of  intangibles,  interest  on  the  notes  payable  to these
     officers, the bonuses payable to these officers, and corporate overhead (as
     defined).  These amendments will automatically terminate if: (i) the merger
     with SpaceLogix  is  not  consummated  by April 1, 2002;  (ii) PWR does not
     receive  $1,000,000  of  working   capital from either the bridge loan, the
     contemplated  private placement,  or other  transactions  by April 1, 2002;
     or (iii) PWR does not  retain  the  $1,000,000  of working  capital  due to
     payments  made to the Company or its other subsidiaries other  than  normal
     inter-company management fee payments.  In addition, the remaining $306,951
     balance  of  the  notes  payable by the Company's PWR subsidiary   to these
     officers  was  restructured  with  aggregate  payments of $25,000 per month
     commencing on  January 1, 2002.  These  notes  are  collateralized  by  the
     Company's   Serif   Inc.  promissory  note,  which  security   interest  is
     subordinated  to  the  security interest therein held by SpaceLogix and the
     Company's   corporate  counsel  in  such  note,  and  is  expected  to   be
     subordinated to the anticipated security interest of the bank in this note.

     On  September  28, 2001,  the Company  settled,  for 130,000  shares of the
     Company's  common stock,  a pending  arbitration  relating to an investment
     banking  agreement which it had terminated.  $232,000 had been reserved for
     this  contingent  liability.  Also as of September  28,  2001,  the Company
     entered into an  agreement  to issue  10,000  shares of its common stock to
     settle $14,119 of outstanding current liabilities to a law firm.

6.   PLAN OF RESTRUCTURING; DISCONTINUED OPERATIONS

     In early 2001,  the Company  determined to  restructure  its operations and
     management  team. The Company  relocated its principal  executive  offices.
     Certain  members  of  management  and  other  employees  resigned  or  were
     terminated.  In addition, the Company determined to divest its software and
     overseas  operations so as to better focus on  developing  its internet and
     technology solutions business in the United States. Accordingly, on January
     9, 2001,  the Company  entered into an agreement  with a German company for
     the sale of certain  assets and  assumption of liabilities of the Company's
     Aachen, Germany contact center operation.  On February 2, 2001, Junction 15
     Limited and  interMETHODS  Limited,  two  companies  in England,  which the
     Company acquired in 2000, were placed into creditors voluntary  liquidation
     in the United Kingdom. These software and overseas operations are reflected
     in discontinued operations.

     The  Company  entered  into an  agreement  dated  as of March  27,  2001 to
     terminate its sublease for space in Teaneck, New Jersey. In accordance with
     the agreement,  the premises were vacated on March 31, 2001 with no further
     lease obligations for the premises.

     On March 31, 2001, the Company sold its wholly owned, United  Kingdom-based
     subsidiary, Serif (Europe) Limited ("Serif Europe") and its subsidiaries to
     an English  company,  GW 313 Limited (the "Buyer")  owned by the management
     team of Serif Europe and Serif Europe's wholly owned subsidiary, Serif Inc.
     The operations of Serif Europe, Serif Inc., and Serif Europe's other wholly
     owned  subsidiaries,  Serif GmbH and Dialog 24 Limited,  together  with the
     Company's Software Publishing Corporation ("SPC") subsidiary,  comprised in
     all material  respects its visual  communications  operations.  The Company
     received  $150,000  in  cash  upon  closing,  the  use of  which  has  been
     restricted.  See Note 15. The Company also received a promissory  note from
     Serif Inc.  in the  aggregate  principal  amount of  $987,500,  which bears
     interest  at a rate of 10% per  annum,  and which is  payable  $40,000  per
     month, except for each April and November, in which months the payments are
     $30,000 and $50,000, respectively. The Buyer has guaranteed this promissory
     note and has pledged the shares of Serif Europe as collateral therefor. The

                                       10
<PAGE>


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

6.   PLAN OF RESTRUCTURING; DISCONTINUED OPERATIONS (CONTINUED)

     Company or one of its  subsidiaries  remain  responsible for some potential
     liabilities  which have been recorded on the Company's  books, as set forth
     in the bill of sale and assignment and  assumption  agreement,  executed at
     the time of the Share Acquisition Agreement.

     As part of the  transaction,  Serif  Europe  received a 12-month  exclusive
     license in Europe and a 24-month  non-exclusive  license in the rest of the
     world with respect to the software of the Company's SPC  subsidiary.  Serif
     Europe  was also  granted a  non-exclusive  license  to use  SPC's  Harvard
     Graphics(R) brand name for the purpose of selling repackaged Serif products
     using such name.  These  licenses  were  granted  pursuant to the  software
     license  agreement,  dated as of March  31,  2001,  between  SPC and  Serif
     Europe.  Each of such licenses are  renewable if minimum  royalty and other
     conditions are met. In consideration therefor, Serif Europe is obligated to
     pay a royalty  fee of 12.5% in respect of sales of SPC  software  and 3% of
     sales of repackaged  Serif software.  The Company also agreed that while it
     continues  to own  SPC,  it will not  compete  with  Serif in the  software
     business as long as the licenses are in effect.

     The  Company  has  recently  resolved  allegations  of  Harvard  University
     ("Harvard")  that  SPC was in  violation  of the  terms  of a 1989  Consent
     Agreement entered into between the two entities with respect to the Harvard
     trademarks.  Harvard has preliminarily  indicated that it may be interested
     in acquiring SPC's Harvard  trademarks.  On September 30, 2001, the Company
     agreed to pay its corporate counsel, of which its Chairman is a member, 20%
     of any proceeds it receives from Harvard with respect to the sale, license,
     or other acquisition by Harvard of SPC's Harvard trademarks, copyrights, or
     other rights.

7.   DEBT

     On September 18, 2001, in connection with the SpaceLogix  transaction  (see
     Note 5), the Company  received the first  installment of the bridge loan in
     the  amount  of  $250,000.  The  bridge  loan  bears  interest  at  9%.  In
     conjunction  therewith,  the Company issued 200,000 shares of common stock,
     valued at $330,000,  which was recorded by the Company as a debt  discount.
     The excess of the debt  discount  above the amount of the bridge  loan,  or
     $80,000, is recorded as deduction from stockholders'  equity. If the merger
     negotiations  with  SpaceLogix  are  terminated,  the bridge  loan  becomes
     payable at the rate of  $40,000  per month  until  paid in full.  Until the
     completion of the merger,  the debt discount is being amortized to interest
     expense over the expected life of the bridge loan assuming that it would be
     required  to  be  repaid.  On  October  10, 2001,  the Company received the
     second  installment  of the note, or $200,000, and issued 100,000 shares of
     common  stock,  valued  at $180,000  and recorded as a debt discount on the
     note.

     On July 21,  2000,  PWR  terminated  its  relationship  with its  inventory
     financing  lender and  repaid the  outstanding  inventory  loan  balance of
     approximately  $925,000 with existing working capital.  On August 25, 2000,
     PWR  entered  into  a  temporary  $500,000  inventory   financing  security
     agreement with a finance company. In May 2001, this facility was reduced to
     $300,000.  On July 18, 2001, the inventory finance lender notified PWR that
     it was in default of its obligations under this facility. This facility was
     subsequently  repaid in full by PWR. On October  10,  2001,  the  inventory
     lender  notified PWR that no further  financing will be available  until it
     receives an  irrevocable  letter of credit of not less than  $50,000 in its
     favor from an  acceptable  financial  institution.  If the foregoing is not
     received by January 11, 2002, the credit facility will be terminated.

                                       11
<PAGE>




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

7.   DEBT (CONTINUED)

     The bank note payable consisted of a ninety-day renewable term note secured
     by the assets of PWR and  guaranteed  by the  Company.  An event of default
     occurred under this bank loan agreement as a result of PWR's default to its
     inventory  finance  lender.  Subsequent to this event of default,  the bank
     renewed the loan.  On July 30,  2001,  PWR issued to the bank a  ninety-day
     promissory  note for  $1,214,172  which expired  October 29, 2001. The note
     bore interest at prime plus one-half percent (6.50% at September 30, 2001).
     The  Company  believes  it  has  reached  a  preliminary  oral agreement in
     principal  to  extend  this  note  payable for  six-months  on  the   terms
     described in Note 3.

     In December 2000, one of PWR's major suppliers was granted a third priority
     lien on its assets.

     The related party notes consist of notes in the aggregate  principal amount
     of $306,951,  with interest at 6.3% per annum, payable by the Company's PWR
     subsidiary in monthly  installments  commencing January 2002 to the two PWR
     selling stockholders and a collateralized  promissory note in the principal
     amount  of  $439,655,  with  interest  at 6.6% per  annum,  payable  to the
     Company's corporate counsel. The promissory note to the Company's corporate
     counsel provides for monthly  payments of $25,000  beginning the earlier of
     the first month after the closing of the SpaceLogix  acquisition or January
     1, 2002,  with a $150,000  prepayment  upon the  completion  of the private
     placement  contemplated by the SpaceLogix letter of intent. The Company has
     reduced the recorded  liability to its corporate  counsel from the previous
     total of $739,655 in September 30, 2001 to $506,259, representing the total
     of the principal amount of the note,  interest thereon over the term of the
     note, and certain  contingent payment amounts.  The resulting  reduction in
     indebtedness  in the amount of $233,396 has been recorded as a contribution
     to capital. On April 13, 2001, the PWR selling  shareholders entered into a
     waiver  agreement  with  the  Company  and   subordination  and  assignment
     agreements  with the bank,  pursuant  to which  they  deferred  payment  of
     amounts due them under the remaining  notes due to them until January 2002.
     See Note 5. As of September 30, 2001,  the repayment of these notes,  which
     are in the aggregate  principal  amount of $306,951,  was  restructured  as
     secured monthly payments of $25,000 commencing January 2002.

     On  January 8, 2000,  the  Company  entered  into an  agreement,  which was
     amended as of March 15, 2000,  for a maximum  $1,000,000  unsecured line of
     credit  note  arrangement  with  a  foreign  company.  Advances  under  the
     arrangement  bear  interest  at 8%.  The  Company  borrowed  $1,000,000  on
     February 17, 2000. This borrowing was paid in full with accrued interest on
     March 20, 2000. In connection with this credit facility, the Company issued
     seven-year warrants to purchase an aggregate of 25,000 shares of its common
     stock  exercisable  at $30 per share.  The warrants were valued at $382,500
     and are being charged to interest expense over the two-year benefit period.

8.   STOCKHOLDERS' EQUITY

     On January 2, 2001, the Company retained an investment banking firm for the
     purpose of providing financial advisory and investment banking advice for a
     one-year  term.  Pursuant to this  agreement,  the Company  agreed to issue
     45,000  shares of its common  stock and  three-year  warrants  to  purchase
     60,000 shares of common  stock.  On February 28, 2001,  this  agreement was
     terminated, and the investment banking firm returned all Company securities
     obtained pursuant to the agreement which were still owned by it.

     On January 15, 2001,  the Company  retained a consultant for the purpose of
     providing investor relations, public relations and corporate communications
     and other services for a one-year  term.  Pursuant to this  agreement,  the
     Company  agreed to issue  30,000  shares  of its  common  stock,  valued at
     $168,750,  10,000 of which shares were subject to a lockup  agreement  that
     prohibited  their sale prior to July 15, 2001;  and three- year warrants to
     purchase 20,000 shares of common stock;  10,000 immediately  exercisable at
     an exercise


                                       12

<PAGE>

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

8.   STOCKHOLDERS' EQUITY (CONTINUED)

     price of $2.50  per  share,  valued  at  $44,648,  and  10,000  exercisable
     commencing  July 15, 2001 at an exercise price of $10 per share,  valued at
     $1,243.

     On January 15, 2001,  the Company issued 30,000 shares of its common stock,
     valued  at  $168,750,  in  connection  with the  resignation  of its  chief
     executive pursuant to a settlement and release agreement.

     On January 22,  2001,  and  January 24,  2001,  the  Company  entered  into
     agreements  with  certain  outside   consultants  to  satisfy   outstanding
     liabilities to them.  Under their respective  agreements,  3,200 and 14,600
     shares were  issued,  valued at $24,998  and  $109,500,  respectively.  The
     14,600  shares were  subject to a six-month  lockup  agreement  prohibiting
     their sale until July 2001,  except that an  aggregate of 7,300 shares were
     allowed to be sold through July 22, 2001,  provided that no more than 1,000
     shares per week could be sold.  The 3,200  shares were subject to a lock-up
     agreement  restricting  the sale of certain of such shares through March 1,
     2001.

     On January 26,  2001,  the Company  accepted  subscriptions  for a total of
     149,000  shares of common  stock  from 13  accredited  investors  for gross
     proceeds of  $372,500.  In  connection  with this  private  placement,  the
     Company issued three-year warrants to purchase 2,300 shares of common stock
     at an exercise price of $2.50 per share as a finders fee.

     On February 9, 2001,  the Company  terminated a December 27, 2000 agreement
     related to  consulting  services for  financial  advisory and other related
     services,  pursuant to which the Company had issued  6,000 shares of common
     stock.  Under the terms of the  original  agreement,  3,000  shares held in
     escrow, valued at $7,500, were cancelled upon such termination.

     On May 17, 2001, the Company's stockholders approved the issuance of shares
     to the  Company's  President  and  Vice  President  and  Chief  Information
     Officer,  who were the former  selling  shareholders  of PWR, due under the
     March 27,  2000  merger  agreement  with PWR,  as  amended.  In  connection
     therewith,  the  Company  issued  45,645  shares to each of the  former PWR
     selling shareholders.

     On May 23, 2001,  the Company  effected a one-for-ten  (1:10) reverse stock
     split.

     On June 29, 2001, the Company expanded the scope of services to be provided
     by one of its  consultants and extended the term of the agreement with such
     consultant.  Pursuant to this agreement,  the Company issued 100,000 shares
     of its common stock, valued at $110,000.

     On September  14, 2001,  the Company  agreed to issue an aggregate  209,580
     shares  of  common  stock,  valued  at  $350,000,  subject  to  stockholder
     approval,   to  the  PWR  selling   shareholders   as   additional   merger
     consideration  in  accordance  with the  provisions  of the March 27,  2000
     merger agreement with PWR, as amended. The corresponding  amounts are shown
     as goodwill and other related party  liabilities  as of September 30, 2001.
     The  liability  will be recorded  as common  stock and  additional  paid in
     capital if the issuance is approved by the Company's stockholders.

     On  September  18, 2001 the  Company  issued  200,000  shares of its common
     stock,  valued at $330,000,  in connection with a bridge loan  arrangement.
     See Note 5.

     On September  28, 2001 the Company  settled a pending  arbitration  with an
     investment  banking firm.  Pursuant to the  settlement,  the Company issued
     130,000 shares of its common stock,  valued at $240,500.  Additionally,  on
     such date, the Company  settled a $14,119  payable to a law firm by issuing
     10,000 shares of its common stock, with a value of $18,500.

                                       13
<PAGE>


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

8.   STOCKHOLDERS' EQUITY (CONTINUED)

     On October 10, 2001, the Company issued an additional 100,000 shares of its
     common  stock,  valued  at  $180,000,  in  connection  with a  bridge  loan
     arrangement. See Note 7.

     On October 15, 2001, the Company entered into an engagement  agreement with
     an investment  banking firm to provide the Company with a fairness  opinion
     in connection with the proposed acquisition of SpaceLogix,  Inc. As partial
     payment of fees for services to this firm, the Company issued 20,000 shares
     of common stock, valued at $36,000, to this firm.

9.   SEGMENT INFORMATION

     During 2000,  the Company  completed  four  acquisitions.  The two domestic
     acquisitions formed the foundation for the Company's  professional internet
     and technology solutions business, which is referred to as Vizy Interactive
     and consists of Vizy  Interactive  New York,  formerly known as Renaissance
     Multimedia,  and Vizy Interactive-PWR  Systems,  also known as PWR Systems.
     This  constitutes  our continuing  operations.  Revenues from this business
     segment  consist  primarily  of  e-business  consulting,  web site  design,
     network and systems integration services and computer hardware sales.

     In early 2001,  the Company  determined to divest its software and overseas
     operations so as to better focus on developing  its internet and technology
     solutions business in the U.S. Accordingly, on January 9, 2001, the Company
     entered  into an  agreement  with a German  company for the sale of certain
     assets and  assumption  of  liabilities  of the Company's  Aachen,  Germany
     contact  center  operation.  On February  2, 2001,  Junction 15 Limited and
     interMETHODS Limited, two companies in London,  England,  which the Company
     acquired in 2000, were placed into creditors  voluntary  liquidation in the
     United   Kingdom.   On  March  31,  2001,   the  Company  sold  its  visual
     communications and international  operations.  These visual  communications
     and international operations are reflected in discontinued operations.

     The Company's  historical business prior to 2000 consisted primarily of its
     direct sale of software and digital  cameras,  collectively  referred to as
     Visual  Communications  Products,   utilizing  the  Company's  direct  mail
     marketing  and  telemarketing  operations  at its  Nashua,  New  Hampshire,
     Nottingham,   England  and  Aachen,  Germany  call  center  locations.  The
     Company's web-enabled call center business was referred to as Dialog24. The
     results of the  Company's  VisualCities.com  website  business and Dialog24
     business are included in "Visual Communications Products."

                                       14
<PAGE>




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

9.   SEGMENT INFORMATION (CONTINUED)

     Information  concerning the Company's  nine-month segment operations is set
     forth below:
<TABLE>
<CAPTION>
                                                    Foreign       Visual
                                                 Operations in     Comm.          Vizy
                                                  Liquidation     Products     Interactive   Corporate    Consolidated
                                                 ---------------------------------------------------------------------

NINE-MONTHS ENDED SEPTEMBER 30, 2001:

CONTINUING OPERATIONS
<S>                                               <C>             <C>          <C>            <C>          <C>
Net sales                                         $      -        $      -     $  10,649,809  $       -    $ 10,649,809
Depreciation and amortization                            -               -         1,014,444      893,439     1,907,883
Investment loss                                          -               -               -        (85,226)      (85,226)
Loss from continuing operations                          -               -        (1,742,529)  (2,463,669)   (4,206,198)
Total assets                                             -               -         6,579,953    2,233,756     8,813,709

DISCONTINUED OPERATIONS
Gain on sale of discontinued operations                  -         1,473,337             -            -       1,473,337
Income from operations of discontinued businesses        -           139,384             -            -         139,384
Income from discontinued operations                      -         1,612,721             -            -       1,612,721
Total assets                                             -            60,404             -            -          60,404

NINE-MONTHS ENDED SEPTEMBER 30, 2000:

CONTINUING OPERATIONS
Net sales                                         $      -        $       -    $   9,955,124  $       -    $  9,955,124
Depreciation and amortization                            -                -        1,184,387      421,591     1,605,978
Investment gains                                         -                -              -      1,095,348     1,095,348
Income (loss) from continuing operations                 -                -       (1,422,240)  (1,681,388)   (3,103,628)
Total assets                                             -                -       14,729,505    1,910,855    16,640,360

DISCONTINUED OPERATIONS
Loss from operations of discontinued businesses     (555,183)      (3,055,826)           -             -     (3,611,009)
Total assets                                       2,743,836        3,631,795            -             -      6,375,631

</TABLE>

10.  RELATED PARTY TRANSACTIONS

     During the first  nine-months of 2001, the Company  incurred  approximately
     $325,000  of legal  fees  and  disbursements  to a law  firm of  which  the
     Company's  Chairman of the Board is a member.  On September  30, 2001,  the
     Company and this firm entered into an agreement pursuant to which this firm
     agreed to reduce the amount owed by the  Company to it by $300,000  and the
     Company  issued to this  firm a  secured  promissory  note  payable  in the
     principal  amount  of  $439,655,  with  interest  at 6.6%  per  annum.  The
     promissory  note  provides for monthly  payments of $25,000  beginning  the
     earlier of the first month after the closing of the SpaceLogix  acquisition
     or January 1, 2002,  with a $150,000  prepayment upon the completion of the
     private  placement  contemplated  by the SpaceLogix  letter of intent.  The
     collateral for this note is the Company's  interest in the promissory  note
     payable  to the  Company  by Serif  Inc.,  and this  security  interest  is
     subordinated  to the security  interest in this note held by SpaceLogix and
     is expected to be subordinated to the anticipated  security interest of the
     bank in this note.  The Company also agreed to pay this law firm 20% of the
     gross proceeds  received by the Company or any of its  subsidiaries  in any
     future  transaction  with Harvard  University with respect to the Company's
     SPC subsidiary's Harvard trademarks, copyrights, or other rights. See Notes
     5 and 6. Additionally, there was $16,114 outstanding of accounts payable to
     this law firm as of  September  30, 2001.

                                       15
<PAGE>


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

10.  RELATED PARTY TRANSACTIONS (CONTINUED)

     At  September  30, 2001,  the Company had  $306,951 of related  party notes
     payable   outstanding  to  its  President  and  Vice  President  and  Chief
     Information  Officer,  the two former selling shareholders of the Company's
     PWR  Systems   subsidiary.   These  notes  represent  the  balance  of  the
     pre-acquisition  accumulated  retained  earnings of PWR due to such selling
     shareholders in connection with the Company's March 27, 2000 acquisition of
     PWR. The payment terms of these notes were  restructured in September 2001.
     See Note 5.  Additionally,  such selling  shareholders  are owed  $350,000,
     payable in 209,580 shares of common stock, subject to shareholder approval,
     in  connection  with  provisions  relating  to  the  aforementioned  merger
     agreement.  In  September  2001,  these  officers  agreed  to amend the PWR
     merger  agreement  and  their  employment  agreements with the Company. See
     Note 5.

11.  STATEMENTS OF CASH FLOWS

     Supplemental  disclosure of non-cash financing and investing activities for
     the nine  months  ended  September  30,  2001 and 2000 is set forth  below:

<TABLE>
<CAPTION>
                                                                                     2001              2000
                                                                                --------------    --------------
<S>                                                                             <C>               <C>
CONTINUING OPERATIONS:
Net assets acquired for common stock, stock options, and notes payable          $         -       $   7,699,245
                                                                                ==============    ==============
Warrants and common stock issued for deferred consulting costs                  $     323,398     $     382,500
                                                                                ==============    ==============
Restricted cash recorded as subscription liability                              $         -       $      92,745
                                                                                ==============    ==============
Note receivable for business disposition                                        $     987,500     $         -
                                                                                ==============    ==============
Fixed asset purchased with capital lease                                        $       4,005     $         -
                                                                                ==============    ==============
Liability for contigent purchase price                                          $     350,000     $         -
                                                                                ==============    ==============
Payment of liabilities with common stock                                        $     389,117     $         -
                                                                                ==============    ==============
Common stock issued in connection with bridge loan                              $     250,000     $         -
                                                                                ==============    ==============
Accounts payable settled for related party note and
  capital contribution                                                          $     739,655     $         -
                                                                                ==============    ==============
Comprehensive loss on decline in marketable securities                          $         -       $     727,877
                                                                                ==============    ==============

DISCONTINUED OPERATIONS:
Fixed assets acquired with capital lease obligations                            $         -       $      28,725
                                                                                ==============    ==============
Net assets acquired for common stock                                            $         -       $   2,350,000
                                                                                ==============    ==============
</TABLE>

                                       16

<PAGE>

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

12.  SPC DUAL CONSOLIDATED LOSSES CLOSING AGREEMENT

     In  connection  with the  purchase  of SPC in  December  1996,  the Company
     applied for a closing  agreement  with the  Internal  Revenue  Service (the
     "IRS") in September 1997 pursuant to which the Company would become jointly
     and  severally  liable  for  SPC's tax  obligations  upon  occurrence  of a
     "triggering event" requiring recapture of dual consolidated losses ("DCLs")
     previously  utilized by SPC. Such closing agreement would avoid SPC's being
     required to recognize a tax of  approximately  $8 million on  approximately
     $24.5 million of SPC's  pre-acquisition  DCLs. On May 18, 2001, the Company
     received the closing agreement from the Internal Revenue Service.  An event
     otherwise  constituting  a triggering  event  applicable to a DCL would not
     constitute  a  triggering  event if it occurs in any taxable year after the
     fifteenth taxable year following the year in which the DCL was incurred. 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, assuming the fifteen year
     period with respect to the DCL had not expired.  The report of our auditors
     covering the December 31, 2000 consolidated financial statements, which was
     issued  before the Company  received  the closing  agreement  from the IRS,
     contains a paragraph emphasizing these dual consolidated losses.

13.  NASDAQ LISTING REQUIREMENTS

     On March 1, 2001, the Company received correspondence from The Nasdaq Stock
     Market Inc. ("Nasdaq") stating that its common stock would be delisted from
     trading  because the bid price of its common  stock did not equal or exceed
     $1.00 for a minimum of ten consecutive trading days prior to March 1, 2001,
     as required by Nasdaq  Marketplace  Rule  4310(c)(4).  The Company appealed
     this  determination  and  requested  a  hearing  before  a  Nasdaq  Listing
     Qualifications  Panel (the "Panel").  At the hearing, the Company presented
     its  plan  to  achieve  compliance  with  all  Nasdaq  listing  maintenance
     requirements,  including a plan to seek  approval  from  stockholders  of a
     reverse stock split to satisfy Nasdaq's minimum bid price  requirement.  On
     May  17,  2001,  at  its  annual   stockholders'   meeting,  the  Company's
     stockholders  approved a proposal to  authorize  the Board of  Directors to
     effect a reverse  stock split of the  Company's  common  stock.  On May 23,
     2001,  the Company  effectuated  a  one-for-ten  reverse  stock split which
     enabled it to meet Nasdaq's minimum bid requirement. In a letter dated June
     5, 2001, the Nasdaq Listing  Qualifications  Panel  determined to allow the
     Company  to remain  listed  on The  Nasdaq  SmallCap  Market so long as the
     Company continued to meet all Nasdaq listing  requirements,  including that
     at June 30, 2001 the Company report financial  results which reflect either
     net tangible assets above $2,000,000 or, in the alternative,  stockholders'
     equity of at least $2,500,000.  Both of these alternative requirements were
     satisfied  at June 30,  2001.  On August 27,  2001,  the  Company  received
     further  correspondence from Nasdaq  acknowledging that the Company had met
     the required  stockholders'  equity  requirement  and  requesting  that the
     Company  provide  the Panel  with  certain  information  demonstrating  the
     Company's  ability to sustain long term compliance with Nasdaq  Marketplace
     Rule  maintenance  requirements.  On October 10, 2001 the Company  received
     correspondence  from Nasdaq  notifying  the Company  that its common  stock
     would  continue  to be listed on  Nasdaq,  subject  to the  Company  having
     stockholders'  equity of at least  $2,500,000  as of September 30, 2001, as
     reflected on its Quarterly  Report on Form 10-QSB.  The Panel also required
     that the  Company  include  in its Form  10-QSB a pro forma  balance  sheet
     reflecting significant events or transactions after September 30, 2001, but
     occurring  on or before  the  filing  date.  See Note 14.  The  Panel  also
     reserved  the  right  to  modify  their  decision.  In the  event  that the
     Company's  common stock is delisted from Nasdaq,  the Company  expects that
     its common stock would trade on the NASD's OTC Bulletin Board.

                                       17
<PAGE>





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

14.  PRO FORMA BALANCE SHEET

     In accordance  with the Panel's  requirement,  the Company has provided the
     following  pro  forma  balance  sheet,  which  reflects  the  effect of all
     significant  events or transactions  occurring after September 30, 2001 and
     on or before November 6, 2001.

     The following unaudited pro forma condensed balance sheet information gives
     effect to the pro forma  adjustment  described  in the  accompanying  notes
     thereto.  The Company is  providing  this pro forma  financial  information
     solely in  response to the Panel's  requirement.  This pro forma  financial
     information  is derived  from the  unaudited  financial  statements  of the
     Company  as of  September  30,  2001.  The  unaudited  pro forma  condensed
     consolidated  balance sheet information  should be read in conjunction with
     the  accompanying  unaudited  historical  financial  statements  and  notes
     thereto. The unaudited pro forma condensed consolidated balance sheet gives
     effect to this  adjustment  as if it had occurred on September 30, 2001 and
     combines  the  effect  of this  adjustment  with  the  unaudited  condensed
     consolidated  historical  balance  sheet of the Company as of September 30,
     2001. This unaudited pro forma condensed consolidated financial information
     is  presented  for  illustrative  purposes  only and does not purport to be
     indicative of the financial  position that would have actually  occurred if
     this  adjustment  had  been  effected  on  the  date  indicated,  nor is it
     indicative of  our future financial  position.  The pro forma adjustment is
     based on the information and assumptions available as of November 6, 2001.

                                       18
<PAGE>

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

14.  PRO FORMA BALANCE SHEET (CONTINUED)

<TABLE>
<CAPTION>
                                                             HISTORICAL                            PRO FORMA
                                                            September 30,            Pro Forma    September 30,
                                                                 2001        Note    Adjustment       2001
                                                            ----------------------------------------------------
ASSETS                                                        (UNAUDITED)                          (UNAUDITED)


<S>                                                          <C>              <C>    <C>           <C>
Current assets:
   Cash and cash equivalents                                 $    191,056     (A)    $   200,000   $    391,056
   Marketable securities                                              -
   Receivables
     Trade, less allowances                                     1,198,356                    -        1,198,356
     Other                                                         62,207                    -           62,207
     Notes, current portion                                       418,549                    -          418,549
   Inventories                                                    304,609                    -          304,609
   Restricted cash                                                150,000                    -          150,000
   Prepaid expenses and other current  assets                     143,719                    -          143,719
                                                             -------------           ------------  -------------
           Total current assets                                 2,468,496                200,000      2,668,496
Property and equipment, net                                       221,931                    -          221,931
Goodwill, net of accumulated amortization                       1,767,420                             1,767,420
Business processes and methodologies, workforce,
  and customer lists, net of accumulated amortization           3,046,097                    -        3,046,097
Deferred consulting costs                                         921,826                    -          921,826
Note receivable, long term                                        384,734                    -          384,734
Other assets                                                       63,609                    -           63,609
                                                             -------------           ------------  -------------
           Total assets                                      $  8,874,113            $   200,000   $  9,074,113
                                                             =============           ============  =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Bank note payable                                         $  1,214,172            $       -     $  1,214,172
   Related party notes and other related party liabilities      1,036,525                    -        1,036,525
   Bridge loan payable, $450,000 face amount,  net of
      unamortized discount of $430,000 (proforma)                      -      (A)         20,000         20,000
   Current portion of long-term debt and capital lease
     obligations                                                  239,528                    -          239,528
   Accounts payable                                             1,845,890                    -        1,845,890
   Accrued liabilities                                          1,499,434                    -        1,499,434
   Sales and value-added taxes payable                              3,837                    -            3,837
                                                             -------------           ------------  -------------
           Total current liabilities                            5,839,386                 20,000      5,859,386
Related party notes, long term                                    126,685                               126,685
Long-term debt and capital lease obligations, less
   current maturities                                               4,623                                 4,623
                                                             -------------           ------------  -------------
           Total liabilities                                    5,970,694                 20,000      5,990,694
                                                             -------------           ------------  -------------
Commitments and contingencies
Stockholders' equity:
   Common stock, par value $.001 per share,
       60,000,000 shares authorized, 2,504,177
        (proforma) outstanding                                      2,404     (A)            100          2,504
   Additional paid-in capital                                  72,635,550     (A)        179,900     72,815,450

   Accumulated deficit                                        (69,548,375)                          (69,548,375)
   Accumulated other comprehensive loss                           (95,765)                              (95,765)
   Unamortized debt discount in excess of bridge loan             (80,000)                              (80,000)
   Treasury stock, 310 shares, at cost                            (10,395)                              (10,395)
                                                             -------------           ------------  -------------
              Total stockholders' equity                        2,903,419                180,000      3,083,419
                                                             -------------           ------------  -------------
              Total liabilities and stockholders' equity     $  8,874,113            $   200,000   $  9,074,113
                                                             =============           ============  =============
</TABLE>

                                       19


<PAGE>


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

14.  PRO FORMA BALANCE SHEET (CONTINUED)

     NOTE TO PRO FORMA BALANCE SHEET:

     (A) -  Reflects issuance of 100,000  shares  of  common  stock, recorded as
     a  debt  discount,  in  connection with a $200,000 bridge loan  installment
     received  from  SpaceLogix, Inc.  The market  price of the Company's common
     stock  was  $1.80  per  share  on  October  10,  2001,  the  date  of  this
     transaction.

15.  COMMITMENTS AND CONTINGENCIES

     LITIGATION

     In the fourth  quarter of 1998,  an action was commenced  against  Software
     Publishing  Corporation ("SPC") in California in which plaintiff is seeking
     $300,000 in damages for SPC's alleged violation of a lease for office space
     located in San Jose, California.  This is 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.
     Neither the Company nor SPC currently has any offices at this location. SPC
     has filed an answer in this  action  denying  the  plaintiffs'  claims.  In
     October 2000, the plaintiff  amended its complaint to name Neil M. Kaufman,
     the  Company's  chairman  of the board,  as a  defendant.  A trial  setting
     conference  is set for January 15, 2002,  and this action is expected to go
     to trial in 2002.  While it is  reasonably  possible that SPC may have some
     liability to the plaintiff, the Company believes this action, including the
     claim  against Mr.  Kaufman,  is without  merit and  intends to  vigorously
     defend this action.

     In  February  2000,  the  Company  received a demand for  arbitration  with
     respect to certain fees payable in connection  with an  investment  banking
     agreement which it terminated.  The claim called for payment of $45,000 and
     reinstatement  of the  warrants to purchase  15,000  shares of common stock
     cancelled upon termination of the investment  banking  agreement or payment
     of the value of such  warrants,  and legal and other expenses in connection
     with  the  arbitration.   This  arbitration   proceeding  was  subsequently
     suspended.  The Company  settled  this claim as of  September  30, 2001 for
     130,000 shares of its common stock, valued at $240,500.

     On January 9, 2001,  the Company  entered into an  agreement  with a German
     company to sell certain  assets and  liabilities  of the Company's  Aachen,
     Germany contact center operation, including the assumption of the remaining
     lease  obligation.  The  agreement  calls for a payment  to the  Company of
     approximately  $100,000,  of which approximately $50,000 was expected to be
     utilized to pay remaining  tax  obligations.  The $100,000  payment has not
     been received and is past due. The Company has commenced legal  proceedings
     to collect this amount,  the  collection  of which the Company  believes is
     unlikely.

                                       20
<PAGE>

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

15.  COMMITMENTS AND CONTINGENCIES (CONTINUED)

     LITIGATION (CONT.)

     On February 2, 2001, the Company divested Junction 15 Ltd. and interMETHODS
     Ltd., its London-based subsidiaries acquired during 2000, through creditors
     voluntary  liquidation in the United  Kingdom.  The Company  terminated the
     employment of the two  executives of Junction 15 Limited,  and it currently
     intends to pursue  indemnification  claims for breaches of  representations
     and warranties by the sellers of both Junction 15 Limited and  interMETHODS
     Limited.  On April 2, 2001,  the Company  received a  "freezing  injunction
     order" from the Supreme Court of England and Wales  restricting its ability
     to remove any assets up to the value of  (pound)362,000,  or  approximately
     $517,000,  from England or Wales. The only assets that the Company owned in
     England or Wales at such time or as of the date  hereof is the  $150,000 in
     cash that it received upon the closing of the Serif  transaction,  which is
     held on its behalf by its lawyers in England.  The applicants  with respect
     to the injunction are two former executive  officers of Junction 15 Limited
     who are claiming payment under their terminated  employment  agreements.  A
     third claimant is a former officer of interMETHODS  Limited and is claiming
     a  deferred  payment  of  approximately  $100,000  under  the  interMETHODS
     acquisition  agreement.  The  Company  believes  that  it  has  significant
     warranty, breach of contract and other claims against these applicants, and
     intends to prosecute its claims vigorously.  The Company also believes that
     the injunction was issued improperly and may attempt to have the injunction
     vacated; however, there is no assurance that the Company will be successful
     in this regard. Further, the Company believes that this injunction will not
     affect its ability to receive and utilize the monthly payments  pursuant to
     the  promissory  note to be made from Serif Inc., a U.S.  incorporated  and
     domiciled company. The matter is scheduled for mediation in November 2001.

     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.

     LONG TERM CONSULTING AGREEMENT

     In  1998,  the  Company  entered  into  a  five-year  financial  consulting
     agreement  pursuant  to which the Company is required to pay .3% of its net
     revenue  (subject  to an  annual  minimum  fee of  $125,000,  and an annual
     maximum fee of $250,000) to the  consultant.  The term of the agreement was
     automatically  extendable by eighteen months if the Company reported annual
     net revenues of $40,000,000,  and an additional  eighteen months should net
     revenues  exceed  $60,000,000.  In December 2000, the Company  amended this
     agreement to provide that $269,861 of accrued  consulting fees were payable
     in 123,337 shares of the Company's common stock. This agreement was further
     amended to increase  the revenue  thresholds  required  for  extensions  to
     $45,000,000  and  $65,000,000,   respectively.  Any  revenues  of  acquired
     companies  not  introduced  directly or indirectly  by the  consultant  are
     excluded from the amended revenue thresholds.

     EMPLOYMENT AGREEMENT

     On January 15, 2001, the Company's chief executive resigned.  Pursuant to a
     settlement  and  release   agreement,   he  received  $10,500  monthly  for
     consulting  services  through April 15, 2001 and received  30,000 shares of
     the Company's common stock. Additionally,  he is to receive five percent of
     the gross  proceeds  received  by the  Company  from the sale of its visual
     communications operations.

                                       21
<PAGE>


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

         Statements contained in this Quarterly Report  on Form  10-QSB  include
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the  Exchange  Act.  Forward-looking  statements  involve
known and unknown risks,  uncertainties  and other factors which could cause our
actual results,  performance and  achievements,  whether expressed or implied by
such   forward-looking   statements,   not  to  occur  or  be   realized.   Such
forward-looking statements generally are based upon 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.

         Potential risks and uncertainties include, among other things, such
factors as:

-  the market acceptance and amount of sales of our products and services;
-  the success of our professional internet and technology  solutions offerings,
   such as business strategy formation, web site interface design,  and systems
   integration;
-  our ability to consummate our proposed acquisition of SpaceLogix;
-  our ability to complete acquisitions of other complimentary businesses on
   satisfactory terms;
-  our success in integrating the operations of acquired companies, including
   Vizy Interactive - New York (also known as Renaissance Multimedia), Vizy
   Interactive - PWR Systems (also known as PWR Systems), SpaceLogix, and any
   other acquired companies into a coordinated and complementary operation;
-  our ability to develop long-lasting relationships with our clients and
   attract new clients;
-  our ability to develop long-lasting relationships with our industry partners
   and vendors and attract new industry partners and vendors;
-  the competitive and economic environment within the industries in which we
   operate;
-  our ability to raise additional capital;
-  our ability to maintain our existing debt facilities;
-  the extent to which we are successful in developing, acquiring or licensing
   technologies which are accepted by the market;
-  our ability to attract and retain qualified personnel;
-  business and consumer trends, and economic conditions; and
-  the other factors and information disclosed and discussed in other sections
   of this Quarterly Report on Form 10-QSB.

         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. We undertake
no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

                                       22
<PAGE>


RESULTS OF OPERATIONS

GENERAL:

         In 2000, we became a provider of professional internet and technology
solutions in addition to continuing to operate our historical visual
communications business, which included our software operations. We became a
provider of professional internet and technology solutions through the
acquisition of four companies: Renaissance Multimedia and PWR Systems in the
United States, and Junction 15 and interMETHODS in England. In early 2001, we
determined to divest our software and international operations so as to better
focus on developing our internet and technology solutions business in the U.S.
Accordingly:

         -     in February 2001, we placed Junction 15 and interMETHODS into
               creditors voluntary liquidation in the United Kingdom, thereby
               divesting these assets; and
         -     in March 2001, we sold our visual communications operations.

         Our Serif software and international operations have been classified as
discontinued operations, and our statements of operations have been reclassified
accordingly. Our results of continuing operations reflect the results of our
professional internet and technology solutions business in the U.S., which
consists of Renaissance Multimedia, Inc., which we refer to as Vizy Interactive
New York ("Vizy NY") and PWR Systems, Inc., which we refer to as Vizy
Interactive-PWR Systems ("PWR"). These businesses are collectively referred to
as Vizy Interactive. The results of our discontinued software and international
operations are presented separately below. As a result of the changes in our
business described above, our historical financial statements for periods prior
to March 31, 2000 are of limited use.

CONTINUING OPERATIONS:

         GENERAL: Continuing operations are represented by the operations of our
Vizy NY and PWR subsidiaries, together with our corporate overhead. We acquired
Vizy NY and PWR on February 15 and March 27, 2000, respectively.

         In light of declining gross margins and inadequate capital to support
growth in our PWR computer hardware reseller business, we attempted in the 2001
third quarter to transition that business to selling less hardware and providing
more information technology and security services, which we expect to generate
higher gross margins. We intended to maximize our gross profits from our
continued hardware sales primarily by being more selective in our hardware
customers and pricing. We expected that during at least the first 90 days of
this transition our PWR subsidiary would not generate positive cash flow. We
experienced some success in this strategy during the 2001 third quarter, though
difficult economic, credit and social conditions had a significant negative
impact on our results of operations.

         Our business was adversely affected by the events surrounding the World
Trade Center on September 11, 2001. Our Vizy NY office, which is located a few
blocks from the World Trade Center, was closed for over a week. Telephone
service was absent for a longer period. Additionally, more than 80% of PWR's
customers are located in New York City, and we found that customers delayed
purchases for various reasons, including uncertainty and absence from their
offices. The aforementioned circumstances affected our sales, our ability to
purchase products, our ability to collect receivables, and our overall
performance. We believe the events of September 11, 2001 have led to further
weakness in the economy and we expect a continuing effect on our fourth quarter
2001 results.

                                       23
<PAGE>

QUARTER ENDED SEPTEMBER 30, 2001 COMPARED TO THE QUARTER ENDED SEPTEMBER 30,
2000.

         The results of operations for our continuing operations for the
quarters ended September 30, 2001 and 2000 are set forth below:

<TABLE>
<CAPTION>

                                         Quarter ended September 30, 2001            Quarter ended September 30, 2000
                                     ------------------------------------------  -----------------------------------------
                                        Vizy                                         Vizy
                                     Interactive    Corporate        Total       Interactive     Corporate       Total
                                     ------------------------------------------  -----------------------------------------
<S>                                  <C>            <C>           <C>            <C>             <C>          <C>
Net sales                            $  1,912,774   $    -        $  1,912,774   $  4,329,310    $    -       $ 4,329,310
Cost of sales                           1,490,324        -           1,490,324      3,898,878         -         3,898,878
                                     ------------------------------------------  -----------------------------------------
Gross profit                              422,450        -             422,450        430,432         -           430,432
Gross profit %                                22%                          22%            10%                         10%

SG&A                                      759,216      637,136       1,396,352        883,489      842,582      1,726,071
Amortization - goodwill,
  business processes, etc.                321,593        -             321,593        484,993         -           484,993
Interest and other expense, net            16,689       30,749          47,438         36,363       40,852         77,215
                                     ------------------------------------------  -----------------------------------------
                                        1,097,498      667,885       1,765,383      1,404,845      883,434      2,288,279
                                     ------------------------------------------  -----------------------------------------
Loss from continuing operations      $   (675,048)  $ (667,885)    $(1,342,933)  $   (974,413)  $ (883,434)   $(1,857,847)
                                     ==========================================  =========================================
</TABLE>

         NET SALES. Net sales from continuing operations decreased in the 2001
third quarter by $2,416,536, or 56%, to $1,912,774 from $4,329,310 in the 2000
third quarter. $1,681,438, or 88%, of these net sales are attributable to PWR,
and $231,336, or 12%, of these net sales are attributable to Vizy NY. We believe
that our decline in net sales was primarily attributable to PWR's inability to
obtain sufficient trade and other credit or capital required to obtain inventory
to maximize its sales, weak economic conditions particularly in the technology
sector, weaknesses at our Vizy NY subsidiary resulting from a decline in the
website design industry, and the events of September 11 discussed above. A
certain level of the sales decline at PWR Systems was expected as PWR Systems
adjusted its focus to higher margin revenues.

         GROSS PROFIT. Gross profit decreased by $7,982, or 2%, to $422,450 in
the 2001 third quarter, from $430,432 in the 2000 third quarter. $394,276, or
93%, of our 2001 third quarter gross profit was generated by PWR, and $28,174,
or 7%, of our 2001 third quarter gross profit was generated by Vizy NY. Overall
gross profit percentages increased from 10% in the 2000 third quarter to 22% in
the 2001 third quarter. The increased gross margin was attributable to PWR's net
sales consisting primarily of a higher proportion of higher margin service
revenues than lower margin hardware sales. This was offset in part by PWR's
inability to obtain sufficient credit to fill orders, which impaired its ability
to obtain optimal pricing from its suppliers, as well as the declining
performance of our Vizy NY subsidiary.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses ("SG&A") decreased by $329,719, or 19%, to $1,396,352 in
the 2001 third quarter from $1,726,071 in the 2000 third quarter. The decrease
in SG&A of $124,273 at our operating subsidiaries reflects lower recruitment and
advertising costs and a reduction in the number of employees. Corporate overhead
declined $205,446 due to reductions in corporate expenses resulting from our
2001 restructuring as well as other cost reduction efforts.

         AMORTIZATION OF GOODWILL, BUSINESS PROCESSES AND METHODOLOGIES,
WORKFORCE, AND CUSTOMER LISTS. Amortization of Goodwill, Business Processes and
Methodologies, Workforce, and Customer Lists, decreased $163,400, or 34%, due to
a lower amortization base in 2001 caused by the impairment writedown of PWR's
goodwill in the fourth quarter of 2000.

         INTEREST AND OTHER EXPENSE, NET. Interest and other expense, net,
decreased by $29,777, or 39%, to $47,438 in the 2001 third quarter from $77,215
in the 2000 third quarter. The decline reflects the impact of interest income in
connection with payments under a note issued to us by our former Serif Inc.
software subsidiary, which primarily offset PWR's interest expense which was
also lower due to lower interest rates during the 2001 third quarter.

                                       24
<PAGE>

NINE-MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO NINE-MONTHS ENDED SEPTEMBER 30,
2000.

The results of operations for our continuing operations for the nine-month
periods ended September 30, 2001 and 2000 are set forth below:

<TABLE>
<CAPTION>
                                         Nine-months ended September 30, 2001        Nine-months ended September 30, 2000
                                     ------------------------------------------  ------------------------------------------
                                        Vizy                                         Vizy
                                     Interactive    Corporate        Total       Interactive     Corporate       Total
                                     ------------------------------------------  ------------------------------------------
<S>                                  <C>            <C>           <C>            <C>             <C>          <C>
Net sales                            $ 10,649,809   $        -    $ 10,649,809   $  9,955,124    $      -     $  9,955,124
Cost of sales                           9,013,443            -       9,013,443      8,154,306           -        8,154,306
                                     ------------------------------------------  ------------------------------------------
Gross profit                            1,636,366            -       1,636,366      1,800,818           -        1,800,818
Gross profit %                                15%                          15%            18%                          18%

SG&A                                    2,365,845      2,085,143     4,450,988      2,098,303       2,641,112    4,739,415
Restructuring expenses                        -          187,584       187,584            -               -            -
Amortization - goodwill,
  business processes, etc.                964,777            -         964,777      1,043,697             -       1,043,697
Loss (gain) on marketable securities                      85,226        85,226            -        (1,095,348)   (1,095,348)
Interest and other expense, net            48,273        105,716       153,989         81,058         135,624       216,682
                                     ------------------------------------------  -------------------------------------------
                                        3,378,895      2,463,669     5,842,564      3,223,058       1,681,388     4,904,446
                                     ------------------------------------------  -------------------------------------------
Loss from continuing operations      $ (1,742,529)   $(2,463,669)  $(4,206,198)  $ (1,422,240)   $ (1,681,388) $ (3,103,628)
                                     ==========================================  ===========================================
</TABLE>

         NET SALES. Net sales from continuing operations increased in the
nine-months ended September 30, 2001 ("2001 nine-month period") by $694,685, or
7%, to $10,649,809 from $9,955,124 in the nine-months ended September 30, 2000
("2000 nine-month period"). $9,446,073, or 89%, of these 2001 net sales were
attributable to PWR, and $1,203,736, or 11%, of these 2001 net sales were
attributable to Vizy NY. Net sales from continuing operations for the 2000
nine-month period were comprised of net sales of Vizy NY after February 15,
2000, and net sales of PWR after March 27, 2000, the dates on which we acquired
these entities. Net sales in the 2001 nine-month period declined $3,887,727, or
27%, from 2000 nine-month period pro forma net sales of $14,537,536, assuming
that our continuing operations had been acquired on January 1, 2000. We believe
that this decline is primarily attributable to PWR's inability to obtain
sufficient trade and other credit or capital required to obtain inventory to
maximize its sales, weak economic conditions particularly in the technology
sector, weaknesses at our Vizy NY subsidiary resulting from a decline in the
website design industry, the events of September 11 discussed above, as well as
a change in strategy by PWR in the third quarter to focus on gross margin rather
than sales volume.

         GROSS PROFIT. Gross profit decreased by $164,452, or 9%, to $1,636,366
in the 2001 nine-month period, from $1,800,818 in the 2000 nine-month period.
$1,208,355, or 74%, of our 2001 nine-month period gross profit was generated by
PWR, and $428,011, or 26%, of our 2001 nine-month period gross profit was
generated by Vizy NY. Overall gross profit percentages declined from 18% in the
2000 nine-month period to 15% in the 2001 nine-month period. The lower gross
margin was attributable to PWR's net sales consisting primarily of lower margin
hardware and hardware-related components, despite the reversal of this trend in
the third quarter of 2001. 2001 nine-month period gross profit declined
$1,084,579, or 40%, from 2000 nine-month period pro forma gross profit of
$2,720,945, assuming that our continuing operations had been acquired on January
1, 2000. Gross margin as a percent of sales declined to 15% in the 2001
nine-month period from 19% (pro forma) in the 2000 nine-month period. The
decline is primarily attributable to our inability to obtain optimal pricing
from our suppliers due to our inability to obtain sufficient credit as well as
the declining performance of our Vizy NY subsidiary.

         RESTRUCTURING EXPENSES. In the 2001 first quarter, we commenced a
restructuring initiative, pursuant to which we relocated our principal executive
offices, and certain members of management and other staff resigned or were
terminated. In addition, we divested our visual communications and international
operations. Restructuring expenses for the 2001 nine-month period primarily
consists of common stock valued at approximately $170,000 issued to our former
chief executive officer pursuant to a settlement and mutual release agreement.

                                       25
<PAGE>


         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses ("SG&A") decreased by $288,427, or 6%, to $4,450,988 in
the 2001 nine-month period from $4,739,415 in the 2000 nine-month period. An
increase in SG&A of $267,542 at our operating subsidiaries was offset by a
$555,969 decline in corporate overhead. The increase in SG&A is due to the
inclusion of a full nine-months of SG&A for our two operating subsidiaries for
the 2001 nine-month period compared to only eight months of Vizy NY SG&A for the
2000 nine-month period, and only six months of PWR SG&A in the 2000 nine-month
period. Corporate overhead declined due to reductions in corporate expenses
resulting from our 2001 restructuring as well as other cost reduction efforts.
2001 nine-month period SG&A decreased by $956,967, or 18%, from 2000 nine-month
pro forma SG&A of $5,407,955, assuming that our continuing operations had been
acquired on January 1, 2000.

         AMORTIZATION OF GOODWILL, BUSINESS PROCESSES AND METHODOLOGIES,
WORKFORCE, AND CUSTOMER LISTS. Amortization of Goodwill, Business Processes and
Methodologies, Workforce, and Customer Lists, decreased $78,920, or 8%. The
inclusion in the 2001 nine-month period of nine-months of amortization for our
two operating subsidiaries compared to eight months of Vizy NY amortization and
six-months of PWR amortization in the 2000 nine-month period, was more than
offset by the effect of lower 2001 amortization charges due to an impairment
reduction in PWR's goodwill in the fourth quarter of 2000.

         REALIZED LOSS (GAIN) ON MARKETABLE SECURITIES. The realized loss of
$85,226 in the 2001 nine-month period represents the realization of an
investment loss in our marketable securities consisting of Xceed Inc. common
stock resulting from the bankruptcy of Xceed.

         The realized gain of $1,095,348 in the 2000 nine-month period
represents the gain recognized upon the transfer of 59,813 shares of Xceed Inc.
common stock to a finder in connection with an August 1999 agreement, based upon
the appreciation in the market value of such shares. The agreement set forth a
formula to determine the number of shares to be paid the finder upon the closing
of an acquisition target identified by such finder. The finder received 14,953
Xceed shares for the Renaissance acquisition and 44,860 Xceed shares for the PWR
acquisition, resulting in respective gains of $371,962 and $723,386.

         INTEREST AND OTHER EXPENSE, NET. Interest and other expense, net,
decreased by $62,693, or 29%, to $153,989 in the 2001 nine-month period from
$216,682 in the 2000 nine-month period. The decline reflects the impact of
interest income received in connection with payments under a note issued to us
by our former Serif Inc. software subsidiary, which partially offset PWR's
interest expense, which also declined due to lower rates in 2001.

DISCONTINUED OPERATIONS:

         GENERAL: Discontinued operations consist of our London internet
solutions business acquired in 2000, our historical visual communications
products segment, which included our software subsidiaries, Serif (Europe)
Limited and subsidiaries, Serif Inc., Software Publishing Corporation and
subsidiaries, our Dialog24 operations and our VisualCities.com operations.

         On January 9, 2001, we entered into an agreement with a German company
to purchase certain assets and assume certain liabilities of our Aachen, Germany
contact center operation, including the assumption of the remaining lease
obligations. The agreement calls for a payment of approximately $100,000, of
which we expected to utilize approximately $50,000 to pay remaining tax
obligations. The $100,000 payment has not been received and is past due. We have
commenced legal proceedings to collect this amount, the collection of which we
believe is unlikely.

         In February 2001, we divested through English law creditors voluntary
liquidation our two internet service firms in the United Kingdom, Junction 15
Limited and interMETHODS Limited. As of December 31, 2000, all of the assets and
liabilities of these entities were written-off, resulting in an impairment
charge of $4,511,063. We terminated the employment of the two executives of
Junction 15 Limited and interMETHODS Limited, and we currently intend to pursue
indemnification claims for breaches of representations and warranties by the
sellers of both Junction 15 Limited and interMETHODS Limited.

                                       26
<PAGE>


         On March 31, 2001, we sold our visual communications operations to the
management of our Serif subsidiaries. We received $150,000 in cash at closing
and a promissory note from Serif Inc. in the aggregate principal amount of
$987,500, which note bears interest at a rate of 10% per annum, and which is
payable $40,000 per month, except for April and November, in which months the
payments are $30,000 and $50,000, respectively. We, or one of our subsidiaries,
remain responsible for some potential liabilities. Serif (Europe) Limited
received a 12-month exclusive license in Europe and a 24-month non-exclusive
license in the rest of the world with respect to the software of our SPC
subsidiary. Serif (Europe) Limited was also granted a non-exclusive license to
use the Harvard Graphics(R) brand name for the purpose of selling repackaged
Serif products using such name. Each of such licenses shall be renewed if
minimum royalty and other conditions are met. In consideration therefor, Serif
(Europe) Limited will pay a royalty fee of 12.5% in respect of sales of SPC
software and 3% of sales of repackaged Serif software. While we continue to own
SPC, we agreed not to compete with Serif in the software business as long as the
licenses are in effect.

         Results of operations of discontinued businesses reflected income of
$139,384 for the 2001 nine-month period. Our software and overseas operations
were discontinued in the first quarter of 2001, and there was only residual
activity in the second quarter of 2001. We recognized a gain of $1,473,337 upon
the sale of our Serif software operations on March 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

         Our cash and cash equivalents decreased by $652,780 to $191,056 at
September 30, 2001 from $843,836 at December 31, 2000. We used $413,253 of cash
in our operations, and $346,214 of cash for investing activities as a result of
the disposition of cash held by our divested visual communication operations,
which was partially offset by the receipt of $57,346 in net proceeds from
financing activities.

         We  had  a  working capital deficiency of $3,370,890 at September 30,
2001, an improvement of $1,313,817 from our working capital deficiency of
$4,684,707 at December 31, 2000.  This change is primarily attributable to the
sale of our visual communications operations on March 31, 2001.  See Note 6 to
the accompanying financial statements.  In January 2001, we sold 149,000 shares
of common stock for aggregate gross proceeds of $372,500.  The promissory note
held by us from our former visual communications subsidiary provides  for us to
receive monthly installments aggregating $360,000 in 2001 and $480,000 in 2002.
In September 2001, we entered into a letter of intent to purchase a privately
held company.  This privately held company agreed to lend $650,000 to us in
advance of the prospective  deal. We received  $250,000 in September 2001 and an
additional $200,000 in October 2001. The final $200,000 is expected in November
2001.  Additionally, the letter of intent contemplates a private  placement to
accredited investors raising a minimum of $1,000,000 of net proceeds for us
within 120 days of completion of the acquisition.

         As of September 30, 2001, we achieved liability and expense reductions
and restructurings of approximately $1,500,000. In that regard, we have taken
the following steps:

        -     Our President and Vice President and Chief Technology Officer have
              agreed to reductions in salary of $225,000 over eighteen months
              and to the restructuring of approximately $306,000 owed to them.
        -     Kaufman & Moomjian, our corporate counsel, have agreed to
              restructure $739,655 owed to them, by accepting a reduction of
              $300,000 and a secured 6.6% note for the remaining amount of
              $439,655.
        -     We have settled a pending arbitration proceeding relating to an
              investment banking agreement that we terminated.
        -     We have satisfied an outstanding liability to one of our vendors.

                                       27
<PAGE>


         We believe that over the next several months we will need to raise at
least an additional $2,000,000 to meet our currently anticipated liquidity and
capital expenditure requirements. We intend to seek additional financing through
one or more debt, equity, or convertible securities offerings, through the sale
of assets or through a merger or acquisition. Our letter of intent to acquire
SpaceLogix contemplates a private placement to accredited investors of at least
$1 million, and we anticipate that this private placement may raise $2 million
or more.  There can be no assurance that we will be successful in completing
any such offering or offerings, sale of assets or merger or acquisition, or any
other offerings or transactions, or that the terms of any such offering or
offerings, transaction or transactions, will be beneficial to us or our
stockholders. We intend to consider all viable strategic alternatives, including
possible business combinations, to maximize stockholder value.

         We intend to utilize our available funds in 2001 to finance the working
capital requirements of our professional internet and technology solutions
business. Our cash requirements, however, may change depending upon numerous
factors, including, without limitation, the cost of integrating our businesses,
as well as personnel costs, and inventory and accounts receivable arising from
the sale and shipment of new or additional products. There can be no assurance
that we will be successful in attaining our sales or strategic goals, or that
attaining such goals will have the desired effect on our cash resources.

         Our PWR subsidiary has approximately $1,200,000 of bank short-term
renewable notes payable, which matured on October 29, 2001. PWR's obligations to
the bank are secured by a first priority lien on its assets, and we have
guaranteed these obligations. We are dependent on the availability of this
short-term bank loan to finance our PWR operations. On April 13, 2001, PWR
borrowed an additional $600,000 from this bank, with payment including interest,
at prime plus 1 1/2 %, due by May 14, 2001. This additional loan was repaid on
May 7, 2001. In connection therewith, Vincent DiSpigno and David N. Salav, two
of our officers and directors who were the former stockholders of PWR, agreed to
waive any remaining payments on notes payable by PWR to them until January 2002.
As of September 28, 2001, we reached agreement with these persons to restructure
the repayment of these notes, which are in the aggregate principal amount of
$306,951, as secured monthly payments of $25,000 commencing January 2002. See
Note 5 to the accompanying financial statements. An event of default under the
bank loan agreement occurred as a result of PWR's default to its inventory
finance lender referred to below. Subsequently, the bank renewed the loan.
However, PWR is in default to the bank because its underlying collateral is
insufficient to support PWR's level of borrowing and the loan expired on October
29, 2001. We believe that we have reached a preliminary oral agreement in
principal with the bank on a new six-month note, bearing interest at prime plus
one-half percent, with payments as follows: (a) no principal payments through
February 28, 2002, except that we will pay $125,000 out of the proceeds of our
anticipated private placement, (b) approximately $40,000 per month starting on
or about March 1, 2002 and (c) an additional $25,000 out of each $1 million in
additional net proceeds above $1 million that we raise in our anticipated
private placement. In connection with this six-month note, we will provide the
bank with a first priority lien on our promissory note from Serif Inc.
Additionally, our SPC subsidiary will guaranty these notes and grant a first
priority lien on its U.S. Harvard trademark rights.  There can be no assurance
that we will be able to finalize any agreement with our bank, or that any
agreement will be on the terms described above.

         PWR also has an interim inventory financing facility for up to
$300,000, which was reduced from $500,000 in May 2001. PWR's obligation to this
lender is collateralized by a second lien on all of PWR's assets, and we have
guaranteed these obligations. On July 18, 2001, the lender notified PWR that it
was in default of its obligations under this facility in the approximate amount
of $200,000, and demanded payment of such amount. This facility was subsequently
repaid in full. On October 10, 2001, the finance company advised PWR that no
further financing would be provided until such time as it receives an
irrevocable letter of credit of not less than $50,000 in its favor from an
acceptable financial institution. If the foregoing is not received by January
11, 2002, the credit facility will be permanently terminated. Accordingly, PWR
lost approximately $300,000 of credit capacity under this facility during the
third quarter, and this loss of credit capacity has adversely affected PWR's
revenue producing ability. Additionally, a major supplier of PWR has been
granted a third lien on PWR's assets.

         In the first quarter of 2000, we entered into an unsecured line of
credit agreement for maximum borrowings of $1,000,000, at an 8% interest rate,
with a foreign company. Under this agreement, we borrowed $1,000,000 in February
2000. This loan was repaid in full with accrued interest on March 20, 2000.

         Our exposure to foreign currency gains and losses has been partially
mitigated as we have incurred operating expenses in the principal foreign
currency in which we invoiced foreign customers. As of September 30,

                                       28
<PAGE>


2001, we had no foreign  exchange  contracts  outstanding.  Our foreign exchange
gains and losses have been  substantially  reduced given the  divestiture of our
international  operations.In  1999,  we  entered  into  a  five-year  consulting
agreement  pursuant  to which  we are  required  to pay 0.3% of our net  revenue
(subject to an annual  minimum  fee of  $125,000,  and an annual  maximum fee of
$250,000)  to the  consultant.  The  term  of the  agreement  was  automatically
extendable by an additional  eighteen  months if we reported annual net revenues
of  $40,000,000,  and an additional  eighteen  months should net revenues exceed
$60,000,000.  In  December  2000,  we amended  this  agreement  to provide  that
$269,861 of accrued consulting fees were payable in 123,337 shares of our common
stock.  This  agreement was further  amended to increase the revenue  thresholds
required for  extensions  to  $45,000,000  and  $65,000,000,  respectively.  Any
revenues of acquired  companies  not  introduced  directly or  indirectly by the
consultant are excluded from the amended  revenue  thresholds.  At September 30,
2001, we had accrued  $52,086 of consulting  fees owing in connection  with this
agreement.

NET OPERATING LOSS CARRYFORWARDS

         We estimate our consolidated tax net operating loss carryforwards to be
approximately $38 million at December 31, 2000, after consideration for
limitations on the use thereof, which expire in years 2003 through 2020. Under
Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"),
changes in the ownership or the business of a corporation that has net operating
loss carryforwards can result in the inability to use, or the imposition of
significant restrictions on the use of, such net operating loss carryforwards to
offset future income and tax liability of such corporation. An "ownership
change" may be deemed to have occurred under Section 382 of the Code and the
regulations thereunder with respect to both the Company and SPC, and the use by
the Company of these net operating loss carryforwards will be limited.
Utilization of the net operating loss carryforwards of SPC may be limited
further by reason of the consolidated return/separate return limitation year
rules. We estimate the maximum utilization of such net operating loss
carryforwards to be approximately $1,200,000 per year for losses through
December 31, 1996. There can be no assurance that we will be able to utilize all
of our net operating loss 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.

SPC DUAL CONSOLIDATED LOSSES CLOSING AGREEMENT

         On May 18, 2001 we received a closing agreement with the IRS pursuant
to which we become jointly and severally liable for SPC's tax obligations upon
occurrence of a "triggering event" requiring recapture of dual consolidated
losses ("DCLs") previously utilized by SPC. This closing agreement avoids SPC's
being required to recognize a tax of approximately $8 million on approximately
$24.5 million of SPC's pre-acquisition DCLs. An event otherwise constituting a
triggering event applicable to a DCL would not constitute a triggering event if
it occurs in any taxable year after the fifteenth taxable year following the
year in which the DCL was incurred. A future acquirer of our 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, assuming the fifteen year period
with respect to the DCL hadn't expired. This could have a material adverse
effect on our future ability to sell SPC. The report of our auditors covering
the December 31, 2000 consolidated financial statements, which was issued before
the Company received the closing agreement from the IRS, contains a paragraph
emphasizing these dual consolidated losses.

SEASONALITY

         We believe that our professional internet and technology 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.

                                       29
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

                  Reference is hereby made to Item 3 of our Annual Report on
         Form 10-KSB, for the fiscal year ended December 31, 2000, filed April
         2, 2001 (Commission File No.: 1-14076), and to the references therein,
         for a discussion of all material pending legal proceedings to which we
         or any of our subsidiaries are parties.

                  In the fourth quarter of 1998, an action was commenced against
         Software Publishing Corporation ("SPC") in California in which
         plaintiff is seeking $300,000 in damages for SPC's alleged violation of
         a lease for office space located in San Jose, California. This is 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. Neither the Company nor SPC
         currently has any offices at this location. SPC has filed an answer in
         this action denying the plaintiffs' claims. In October 2000, the
         plaintiff amended its complaint to name Neil M. Kaufman, the Company's
         chairman of the board, as a defendant. A trial setting conference is
         set for January 15, 2002, and this action is expected to go to trial in
         2002. While it is reasonably possible that SPC may have some liability
         to the plaintiff, the Company believes this action, including the claim
         against Mr. Kaufman, is without merit and intends to vigorously defend
         this action.

                  In February 2000, we received a demand for arbitration with
         respect to certain fees payable in connection with an investment
         banking agreement which we terminated. The claim called for payment of
         $45,000 and reinstatement of the warrants to purchase 15,000 shares of
         common stock cancelled upon termination of the investment banking
         agreement or payment of the value of such warrants, and legal and other
         expenses in connection with the arbitration. This arbitration
         proceeding was subsequently suspended. We settled this claim as of
         September 30, 2001 for 130,000 shares of our common stock, valued at
         $240,500.

                  On February 2, 2001, the Company divested Junction 15 Ltd. and
         interMETHODS Ltd., its London-based subsidiaries acquired during 2000,
         through creditors voluntary liquidation in the United Kingdom. The
         Company terminated the employment of the two executives of Junction 15
         Limited, and it currently intends to pursue indemnification claims for
         breaches of representations and warranties by the sellers of both
         Junction 15 Limited and interMETHODS Limited. On April 2, 2001, the
         Company received a "freezing injunction order" from the Supreme Court
         of England and Wales restricting its ability to remove any assets up to
         the value of (pound)362,000, or approximately $517,000, from England or
         Wales. The only assets that the Company owned in England or Wales at
         such time or as of the date hereof is the $150,000 in cash that it
         received upon the closing of the Serif transaction, which is held on
         its behalf by its lawyers in England. The applicants with respect to
         the injunction are two former executive officers of Junction 15 Limited
         who are claiming payment under their terminated employment agreements.
         A third claimant is a former officer of interMETHODS Limited and is
         claiming a deferred payment of approximately $100,000 under the
         interMETHODS acquisition agreement. The Company believes that it has
         significant warranty, breach of contract and other claims against these
         applicants, and intends to prosecute its claims vigorously. The Company
         also believes that the injunction was issued improperly and may attempt
         to have the injunction vacated; however, there is no assurance that the
         Company will be successful in this regard. Further, the Company
         believes that this injunction will not affect its ability to receive
         and utilize the monthly payments pursuant to the promissory note to be
         made from Serif Inc., a U.S. incorporated and domiciled company. The
         matter is scheduled for mediation in November 2001.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

                  On September 18, 2001, we issued 200,000 shares of our common
         stock in connection with a bridge loan arrangement. The issuance of
         these shares was a private transaction exempt from registration
         pursuant to Section 4(2) of the Securities Act.

                  On September 14, 2001, we agreed to issue an aggregate 209,580
         shares of our common stock, valued at $350,000, subject to shareholder
         approval, to the PWR selling shareholders as additional merger
         consideration in accordance with the provisions of the March 27, 2000
         merger agreement with PWR, as

                                       30
<PAGE>


         amended. The issuance of these shares will be a private transaction
         exempt from registration pursuant to Section 4(2) of the Securities
         Act.

                  As of September 28, 2001, we settled an outstanding dispute
         pending arbitration with an investment banking firm. Pursuant to the
         settlement, we issued 130,000 shares of our common stock. The issuances
         of these shares was a private transaction exempt from registration
         pursuant to Section 4(2) of the Securities Act.

                  As of September 28, 2001, we settled a payable with a law firm
         by issuing 10,000 shares of our common stock. The issuances of these
         shares was a private transaction exempt from registration pursuant to
         Section 4(2) of the Securities Act.

                  On October 10, 2001, we issued an additional 100,000 shares of
         our common stock in connection with the bridge loan arrangement. The
         issuance of these shares was a private transaction exempt from
         registration pursuant to Section 4(2) of the Securities Act.

                  On October 15, 2001, we entered into an engagement agreement
         with an investment banking firm to provide us with a fairness opinion
         in connection with our proposed acquisition of SpaceLogix Inc. As
         partial payment of fees for services to this firm, we issued 20,000
         shares of our common stock. The issuance of these shares was a private
         transaction exempt from registration pursuant to Section 4(2) of the
         Securities Act.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

                  On July 18, 2001, our PWR subsidiary was notified that it was
         in default of its obligations by a provider of a temporary inventory
         finance facility in the approximate amount of $200,000. This loan was
         subsequently repaid in full. On October 10, 2001, the inventory finance
         company advised PWR that no further financing would be provided until
         it receives an irrevocable letter of credit of not less than $50,000 in
         its favor from an acceptable financial institution. If the foregoing is
         not received by January 11, 2002, the credit facility will be
         terminated.

                  An event of default under our PWR bank loan agreement occurred
         as a result of its default to its inventory finance lender. Subsequent
         to this event of default, the bank renewed the loan on July 30, 2001.
         Additionally, PWR is also in default to the bank because its underlying
         collateral is insufficient to support PWR's level of borrowing and this
         note has expired. We believe that we have reached a preliminary oral
         agreement in principal with the bank on a new six-month note, bearing
         interest at prime plus one-half percent, with payments as follows: (a)
         no principal payments through February 28, 2002, except that we will
         pay $125,000 out of the proceeds of our anticipated private placement,
         (b) approximately $40,000 per month starting on or about March 1, 2002
         and (c) an additional $25,000 out of each $1 million in additional net
         proceeds above $1 million that we raise in our anticipated private
         placement. In connection with this six-month note, we will provide the
         bank with a first priority lien on our promissory note from Serif Inc.
         Additionally, our SPC subsidiary will guaranty this note and grant a
         first priority lien on its U.S. Harvard trademark rights.  There can
         be no assurance that we will be able to finalize any agreement with our
         bank, or that any agreement will be on the terms described above.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

                  None

ITEM 5.  OTHER INFORMATION.

                  None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits.


                                       31
<PAGE>
     Set forth below are all exhibits to this Quarterly Report on Form 10-QSB.


Number   Description

10.1     Letter of Intent between Vizacom Inc. and Spacelogix, Inc., dated as of
         September 7, 2001. (Incorporated by reference to Exhibit 10.1 to the
         Company's Current Report on Form 8-K (Date of Report October 10, 2001)
         (Commission File No. 1-14076) filed with the Commission on October 19,
         2001.)

10.2     Settlement and General Release Agreement, dated as of
         September 28, 2001, between Vizacom and EarlyBirdCapital.com,
         Inc. (Incorporated by reference to Exhibit 10.2 to the
         Company's Current Report on Form 8-K (Date of Report October
         10, 2001) (Commission File No. 1-14076) filed with the
         Commission on October 19, 2001.)

10.3     Agreement, dated as of September 30, 2001, between Vizacom and
         Kaufman & Moomjian, LLC. (Incorporated by reference to Exhibit
         10.3 to the Company's Current Report on Form 8-K (Date of
         Report October 10, 2001) (Commission File No. 1-14076) filed
         with the Commission on October 19, 2001.)

10.4     Letter agreement, dated September 30, 2001, between Vizacom
         and Kaufman & Moomjian, LLC. (Incorporated by reference to
         Exhibit 10.4 to the Company's Current Report on Form 8-K (Date
         of Report October 10, 2001) (Commission File No. 1-14076)
         filed with the Commission on October 19, 2001.)

10.5     Promissory Note, dated September 30, 2001, payable to Kaufman
         & Moomjian,LLC. (Incorporated by reference to Exhibit 10.5 to
         the Company's Current Report on Form 8-K (Date of Report
         October 10, 2001) (Commission File No. 1-14076) filed with the
         Commission on October 19, 2001.)

10.6     Security Agreement, dated as of September 30, 2001, between
         Vizacom and Kaufman & Moomjian, LLC. (Incorporated by
         reference to Exhibit 10.6 to the Company's Current Report on
         Form 8-K (Date of Report October 10, 2001) (Commission File
         No. 1-14076) filed with the Commission on October 19, 2001.)

10.7     Amendment No. 3, dated as of September 28, 2001, to the Agreement and
         Plan of Merger, dated as of February 28, 2000, among Vizacom, PWR
         Acquisition Corp., PC Workstation Rentals, Inc., d/b/a PWR Systems,
         David N. Salav and Vincent DiSpigno. (Incorporated by reference to
         Exhibit 10.7 to the Company's Current Report on Form 8-K (Date of
         Report October 10, 2001) (Commission File No. 1-14076) filed with the
         Commission on October 19, 2001.)

10.8     Amendment No. 1, dated as of September 28, 2001, to Employment
         Agreement, dated as of March 27, 2000, between Vizacom and David N.
         Salav. (Incorporated by reference to Exhibit 10.8 to the Company's
         Current Report on Form 8-K (Date of Report October 10, 2001)
         (Commission File No. 1-14076) filed with the Commission on October 19,
         2001.)

10.9     Amendment No. 1, dated as of September 28, 2001, to Employment
         Agreement, dated as of March 27, 2000, between Vizacom and Vincent
         DiSpigno. (Incorporated by reference to Exhibit 10.9 to the
         Company's Current Report on Form 8-K (Date of Report October 10, 2001)
         (Commission File No. 1-14076) filed with the Commission on October 19,
         2001.)

10.10    Security Agreement, dated as of September 28, 2001, between
         Vizacom and David N. Salav and Vincent DiSpigno. (Incorporated
         by reference to Exhibit 10.10 to the Company's Current Report
         on Form 8-K (Date of Report October 10, 2001) (Commission File
         No. 1-14076) filed with the Commission on October 19, 2001.)

10.11    Promissory Note, dated as of September 28, 2001, payable by PWR
         Systems, Inc. to Vincent DiSpigno. (Incorporated by reference to
         Exhibit 10.11 to the Company's Current Report on Form

                                       32
<PAGE>
         8-K (Date of Report October 10, 2001) (Commission File No. 1-14076)
         filed with the Commission on October 19, 2001.)

10.12    Promissory Note, dated as of September 28, 2001, payable by PWR
         Systems, Inc. to David N. Salav. (Incorporated by reference to Exhibit
         10.12 to the Company's Current Report on Form 8-K (Date of Report
         October 10, 2001) (Commission File No. 1-14076) filed with the
         Commission on October 19, 2001.)

10.13    Loan Agreement dated September 14, 2001 between Vizacom and SpaceLogix,
         Inc.

10.14    Promissory Note in the aggregate principal amount of $650,000 payable
         by Vizacom to SpaceLogix, Inc.

10.15    Security Agreement dated September 14, 2001 between Vizacom and
         SpaceLogix, Inc.

10.16    Amendment No.1 dated October 15, 2001 to SpaceLogix Loan Agreement.

10.17    Amendment No.1 dated October 15, 2001 to SpaceLogix Security Agreement.


(b)      REPORTS ON FORM 8-K.

               On October 19,  2001 we filed a Current  Report on Form 8-K (Date
          of Report: October 10, 2001) with the Commission, reporting as an Item
          5 disclosure,  (i) the  continuance  of our Nasdaq  listing;  (ii) the
          receipt of $450,000 of bridge loan installments from SpaceLogix, Inc.,
          and the issuance of 300,000  shares of our common stock in  connection
          therewith;  (iii) our  restructuring of over $1,000,000 of our current
          liabilities;  and (iv) our  obligation to issue an additional  209,580
          shares of our common stock,  subject to stockholder  approval, to the
          PWR selling stockholders as additional PWR merger consideration.

                                       33

<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:  November 7, 2001                By:       /s/ Vincent DiSpigno
                                           -------------------------------------
                                                  Vincent DiSpigno
                                                      President
                                             (Principal Executive Officer)


Dated:  November 7, 2001                By:       /s/ Alan W. Schoenbart
                                            ------------------------------------
                                                  Alan W. Schoenbart
                                            Vice President - Finance, Treasurer
                                              and Chief Financial Officer
                                             (Principal Financial Officer)


                                       34
<PAGE>
                                  VIZACOM INC.
                                INDEX TO EXHIBITS

Number   Description

10.1     Letter of Intent between Vizacom Inc. and Spacelogix, Inc., dated as of
         September 7, 2001. (Incorporated by reference to Exhibit 10.1 to the
         Company's Current Report on Form 8-K (Date of Report October 10, 2001)
         (Commission File No. 1-14076) filed with the Commission on October 19,
         2001.)

10.2     Settlement and General Release Agreement, dated as of
         September 28, 2001, between Vizacom and EarlyBirdCapital.com,
         Inc. (Incorporated by reference to Exhibit 10.2 to the
         Company's Current Report on Form 8-K (Date of Report October
         10, 2001) (Commission File No. 1-14076) filed with the
         Commission on October 19, 2001.)

10.3     Agreement, dated as of September 30, 2001, between Vizacom and
         Kaufman & Moomjian, LLC. (Incorporated by reference to Exhibit
         10.3 to the Company's Current Report on Form 8-K (Date of
         Report October 10, 2001) (Commission File No. 1-14076) filed
         with the Commission on October 19, 2001.)

10.4     Letter agreement, dated September 30, 2001, between Vizacom
         and Kaufman & Moomjian, LLC. (Incorporated by reference to
         Exhibit 10.4 to the Company's Current Report on Form 8-K (Date
         of Report October 10, 2001) (Commission File No. 1-14076)
         filed with the Commission on October 19, 2001.)

10.5     Promissory Note, dated September 30, 2001, payable to Kaufman
         & Moomjian,LLC. (Incorporated by reference to Exhibit 10.5 to
         the Company's Current Report on Form 8-K (Date of Report
         October 10, 2001) (Commission File No. 1-14076) filed with the
         Commission on October 19, 2001.)

10.6     Security Agreement, dated as of September 30, 2001, between
         Vizacom and Kaufman & Moomjian, LLC. (Incorporated by
         reference to Exhibit 10.6 to the Company's Current Report on
         Form 8-K (Date of Report October 10, 2001) (Commission File
         No. 1-14076) filed with the Commission on October 19, 2001.)

10.7     Amendment No. 3, dated as of September 28, 2001, to the Agreement and
         Plan of Merger, dated as of February 28, 2000, among Vizacom, PWR
         Acquisition Corp., PC Workstation Rentals, Inc., d/b/a PWR Systems,
         David N. Salav and Vincent DiSpigno. (Incorporated by reference to
         Exhibit 10.7 to the Company's Current Report on Form 8-K (Date of
         Report October 10, 2001) (Commission File No. 1-14076) filed with the
         Commission on October 19, 2001.)

10.8     Amendment No. 1, dated as of September 28, 2001, to Employment
         Agreement, dated as of March 27, 2000, between Vizacom and David N.
         Salav. (Incorporated by reference to Exhibit 10.8 to the Company's
         Current Report on Form 8-K (Date of Report October 10, 2001)
         (Commission File No. 1-14076) filed with the Commission on October 19,
         2001.)

10.9     Amendment No. 1, dated as of September 28, 2001, to Employment
         Agreement, dated as of March 27, 2000, between Vizacom and Vincent
         DiSpigno. (Incorporated by reference to Exhibit 10.9 to the
         Company's Current Report on Form 8-K (Date of Report October 10, 2001)
         (Commission File No. 1-14076) filed with the Commission on October 19,
         2001.)

10.10    Security Agreement, dated as of September 28, 2001, between
         Vizacom and David N. Salav and Vincent DiSpigno. (Incorporated
         by reference to Exhibit 10.10 to the Company's Current Report
         on Form 8-K (Date of Report October 10, 2001) (Commission File
         No. 1-14076) filed with the Commission on October 19, 2001.)

                                       35
<PAGE>

10.11    Promissory Note, dated as of September 28, 2001, payable by PWR
         Systems, Inc. to Vincent DiSpigno. (Incorporated by reference to
         Exhibit 10.11 to the Company's Current Report on Form 8-K (Date
         of Report October 10, 2001) (Commission File No. 1-14076) filed with
         the Commission on October 19, 2001.)

10.12    Promissory Note, dated as of September 28, 2001, payable by PWR
         Systems, Inc. to David N. Salav. (Incorporated by reference to Exhibit
         10.12 to the Company's Current Report on Form 8-K (Date of Report
         October 10, 2001) (Commission File No. 1-14076) filed with the
         Commission on October 19, 2001.)

10.13    Loan Agreement dated September 14, 2001 between Vizacom and SpaceLogix,
         Inc.

10.14    Promissory Note in the aggregate principal amount of $650,000 payable
         by Vizacom to SpaceLogix, Inc.

10.15    Security Agreement dated September 14, 2001 between Vizacom and
         SpaceLogix, Inc.

10.16    Amendment No.1 dated October 15, 2001 to SpaceLogix Loan Agreement.

10.17    Amendment No.1 dated October 15, 2001 to SpaceLogix Security Agreement.

                                       36