THIS DOCUMENT IS A COPY OF THE 10-QSB FILED ON AUGUST 15, 2002, PURSUANT TO A
RULE 201 TEMPORARY HARDSHIP EXEMPTION


                                  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 JUNE 30, 2002

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         FOR THE TRANSITION PERIOD FROM _______TO________

                         COMMISSION FILE NUMBER: 1-14076

                                  VIZACOM INC.

        (Exact name of small business issuer as specified in its charter)


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

                         3512 VETERANS MEMORIAL HIGHWAY
                             BOHEMIA, NEW YORK 11716

                    (Address of principal executive offices)

                                 (631) 981-5500
                           (Issuer's telephone number)

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:  7,144,992 shares of Common Stock, as
of July 31, 2002.

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

<PAGE>


                                  VIZACOM INC.

                                TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION

Item                                                                       Pages
----                                                                       -----

ITEM 1.  FINANCIAL STATEMENTS:

Condensed Consolidated  Balance Sheets as of June 30, 2002 (Unaudited)
   and December 31, 2001                                                     3

Condensed Consolidated  Statements of Operations for the Three and Six
   Months Ended June 30, 2002 and 2001(Unaudited)                            4

Condensed  Consolidated  Statement of Changes in Stockholders'  Equity
   (Deficiency) for the Six Months Ended June 30, 2002 (Unaudited)           5

Condensed  Consolidated  Statements  of Cash  Flows for the Six Months
   Ended June 30, 2002 and 2001 (Unaudited)                                  6

Notes to Condensed Consolidated Financial Statements                        7-17

ITEM 2.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION
         AND RESULTS OF OPERATIONS                                         18-24

PART II - OTHER INFORMATION                                                25-28


                                       2
<PAGE>


                                  VIZACOM INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                                 June 30,     December 31,
                                                                                                   2002           2001
                                                                                               -------------- --------------
ASSETS                                                                                          (Unaudited)
<S>                                                                                            <C>             <C>
Current assets:
    Cash and cash equivalents                                                                  $    207,510    $    289,603
    Receivables
        Trade, less allowances of  $81,000 and $ 125,000                                            483,623         981,237
        Notes                                                                                       491,255         429,218
        Subscriptions                                                                               322,500             -
        Other                                                                                        13,050          39,755
    Inventories                                                                                     103,961         190,730
    Prepaid expenses and other current assets                                                       160,084         245,083
                                                                                               ------------    ------------
        Total current assets                                                                      1,781,983       2,175,626
Property and equipment, net                                                                         136,274         175,080
Goodwill, net of accumulated amortization of $1,083,368 at December 31, 2001                            -         3,589,590
Other intangible assets, net of accumulated amortization of $1,849,432 and $1,661,700               328,899       1,873,631
Note receivable, long term                                                                           42,046         263,443
Deferred consulting costs                                                                           116,905         665,031
Restricted assets                                                                                   200,730         180,944
Other assets                                                                                         48,712          50,027
                                                                                               ------------    ------------
        Total assets                                                                           $  2,655,549    $  8,973,372
                                                                                               ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
    Bank note payable                                                                          $  1,064,172    $  1,214,172
    Inventory financing payable                                                                      74,517             -
    Note payable to law firm                                                                        464,342         464,342
    Bridge loan payable, face amount $350,000, net of unamortized debt discount
     of $13,620 at June 30, 2002                                                                    336,380             -
    Other current debt                                                                               66,358         267,733
    Notes payable to related parties, face amount $321,396, net of unamortized debt discount
     of $1,600 at June 30, 2002                                                                     319,797         311,791
    Accounts payable                                                                              1,833,377       2,143,446
    Accrued liabilities                                                                           1,574,274       1,612,856
                                                                                               ------------    ------------
        Total current liabilities                                                                 5,733,217       6,014,340
Convertible notes                                                                                       -           150,420
Common stock, 85,434 shares subject to put option                                                    66,638             -
                                                                                               ------------    ------------
        Total liabilities                                                                         5,799,855       6,164,760
                                                                                               ------------    ------------
Commitments and contingencies

Stockholders' equity (deficiency):
    Common stock, par value $.001 per share,
     60,000,000 shares authorized, 7,145,302 and 4,750,008 shares issued                              7,060           4,750
    Additional paid-in capital                                                                   78,123,751      76,711,803
    Accumulated deficit                                                                         (81,162,052)    (73,768,836)
    Accumulated other comprehensive loss                                                           (102,670)       (106,210)
    Treasury stock, 310 shares, at cost                                                             (10,395)        (10,395)
    Common stock cancelable                                                                             -           (22,500)
                                                                                               ------------    ------------
        Total stockholders' equity (deficiency)                                                  (3,144,306)      2,808,612
                                                                                               ------------    ------------
        Total liabilities and stockholders' equity (deficiency)                                $  2,655,549    $  8,973,372
                                                                                               ============    ============

</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>


                                  VIZACOM INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                            Three Months Ended June 30,   Six Months Ended June 30,
                                                            ------------  -------------   ----------  -------------
                                                                2002          2001           2002          2001
                                                            ------------  -------------   ----------  -------------
<S>                                                       <C>            <C>            <C>            <C>
Net sales
    Hardware                                              $    958,908   $  4,156,906   $  2,330,694   $  7,588,845
    Service                                                    104,205        636,709        200,993      1,148,190
                                                          ------------   ------------   ------------   ------------
                                                             1,063,113      4,793,615      2,531,687      8,737,035
                                                          ------------   ------------   ------------   ------------
Cost of sales
    Hardware                                                   884,666      3,816,261      2,020,006      6,781,484
    Service                                                     80,975        303,995        157,190        741,635
                                                          ------------   ------------   ------------   ------------
                                                               965,641      4,120,256      2,177,196      7,523,119
                                                          ------------   ------------   ------------   ------------
Gross profit                                                    97,472        673,359        354,491      1,213,916

Selling, general and administrative expenses                 1,108,737      1,200,010      2,107,515      2,532,982
Amortization of goodwill                                           -           84,206            -          168,413
Amortization of other intangibles                               93,866        237,386        187,733        474,771
Depreciation and amortization                                  523,566        280,638        620,145        521,654
Impairment loss                                              4,946,590            -        4,946,590            -
Restructuring expenses                                             -              -              -          187,584
Realized loss on marketable securities                             -           85,226            -           85,226
Interest (income) and other expense, net of other income       (96,767)        55,252       (114,276)       106,551
                                                          ------------   ------------   ------------   ------------
                                                             6,575,992      1,942,718      7,747,707      4,077,181

    Loss from continuing operations                         (6,478,520)    (1,269,359)    (7,393,216)    (2,863,265)

Discontinued operations:
    Income (loss) from operations of
      discontinued businesses                                      -         (174,739)           -          139,384
    Gain on sale of discontinued operations                        -              -              -        1,473,337
                                                          ------------   ------------   ------------   ------------
    Income (loss) from discontinued operations                     -         (174,739)           -        1,612,721

    Net loss                                              $ (6,478,520)  $ (1,444,098)  $ (7,393,216)  $ (1,250,544)
                                                          ============   ============   ============   ============

Net income (loss) per common share:
    Continuing operations                                 $      (1.05)  $      (0.67)  $      (1.32)  $      (1.54)
    Discontinued operations                               $        -     $      (0.09)  $        -     $       0.87
                                                          ------------   ------------   ------------   ------------
    Net loss per common share -  basic and diluted        $      (1.05)  $      (0.76)  $      (1.32)  $      (0.67)
                                                          ============   ============   ============   ============
    Weighted average number of common shares
      outstanding - basic and diluted                        6,169,559      1,912,107      5,620,780      1,863,573
                                                          ============   ============   ============   ============

</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>


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

<TABLE>
<CAPTION>

                                                                    Common Stock            Additional
                                                             ------------------------        Paid-In        Accumulated
                                                                Shares       Amount          Capital          Deficit
                                                             ----------    ----------      ------------    ------------
<S>                                                           <C>          <C>             <C>             <C>
Balance at December 31, 2001                                  4,750,008    $    4,750      $ 76,711,803    $ (73,768,836)
Currency translation adjustment
Net  loss                                                           -             -                 -         (7,393,216)
                                                                                                           -------------
TOTAL COMPREHENSIVE LOSS                                            -             -                 -         (7,393,216)
                                                                                                           -------------
Sale of common stock in private placements, net               1,490,066         1,490           785,290              -
Common stock issued in connection with:
 Convertible notes                                              240,760           241           135,234              -
 Settlement of Community Towers, LLC lawsuit
   For settlement obligation                                    170,976           171           133,191              -
   For settlement obligation , but subject to put option         85,434           -                 -                -
 Settlement of liabilities                                      152,344           152           121,723              -
 Satisfaction of bridge loans                                   285,714           286           199,714              -
Warrants issued in connection with debt financings                  -             -              59,266              -
Common stock cancelled                                          (30,000)          (30)          (22,470)             -
                                                              ---------    ----------      ------------    -------------
Balance at June 30, 2002                                      7,145,302    $    7,060      $ 78,123,751    $ (81,162,052)
                                                              =========    ==========      ============    =============

<CAPTION>

                                                              Accumulated                                    Total
                                                                 Other                       Common       Stockholders'
                                                             Comprehensive  Treasury         Stock           Equity
                                                                 Loss        Stock         Cancelable     (Deficiency)
                                                             ----------    ----------      -----------     ------------
<S>                                                          <C>           <C>             <C>             <C>
Balance at December 31, 2001                                 $ (106,210)   $  (10,395)     $  (22,500)     $  2,808,612
Currency translation adjustment                                   3,540            -               -                -
                                                             ----------
Net  loss                                                            -             -               -                -
TOTAL COMPREHENSIVE LOSS                                          3,540            -               -         (7,389,676)
                                                             ----------
Sale of common stock in private placements, net                     -              -               -            786,780
Common stock issued in connection with:
 Convertible notes                                                  -              -               -            135,475
 Settlement of Community Towers, LLC lawsuit
   For settlement obligation                                        -              -               -            133,362
   For settlement obligation , but subject to put option            -              -               -                -
 Settlement of liabilities                                          -              -               -            121,875
 Satisfaction of bridge loans                                       -              -               -            200,000
Warrants issued in connection with debt financings                  -              -               -             59,266
Common stock cancelled                                              -              -            22,500              -
                                                             ----------    ----------      -----------     ------------
Balance at June 30, 2002                                     $ (102,670)   $  (10,395)     $      -        $ (3,144,306)
                                                             ==========    ==========      ===========     ============

</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>

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

<TABLE>
<CAPTION>

                                                                      Six Months Ended June 30,
                                                                      -------------------------
                                                                         2002           2001
                                                                      -----------   -----------
<S>                                                                 <C>            <C>
OPERATING ACTIVITIES:
Loss from continuing operations                                     $ (7,393,216)  $ (2,863,265)
Adjustments to reconcile loss from continuing operations
 to net cash used in operating activities:
 Depreciation and amortization                                           807,877      1,180,663
 Impairment loss                                                       4,946,590            -
 Provision for doubtful accounts                                          93,940        164,462
 Warrants issued in connection with debt financings                       32,806            -
 Realized loss on marketable securities                                      -           85,226
 Realized loss on sale of property and equipment                             -              891
 Warrants and stock options issued for services                              -          235,430
 Changes in assets and liabilities, net of effects of disposition:
  Receivables                                                            506,878        662,259
  Inventories                                                             61,769         54,969
  Prepaid expenses and other current assets                                9,814        (86,959)
  Accounts payable                                                      (188,193)       (25,139)
  Accrued liabilities                                                     49,954         45,931
                                                                    ------------   ------------
      Net cash used in continuing operations                          (1,071,781)      (545,532)
      Net cash provided by discontinued operations                           -           10,725
                                                                    ------------   ------------
      Net cash used in operating activities                           (1,071,781)      (534,807)
                                                                    ------------   ------------
INVESTING ACTIVITIES:
Purchase of property and equipment                                           -             (875)
Net proceeds from sale of property and equipment                             -            1,350
Proceeds from note receivable                                            159,360         85,942
Increase in other assets                                                     -          (21,763)
(Increase) decrease in restricted assets                                 (19,786)        89,838
Disposition of business, net of cash disposed                                -         (387,767)
                                                                    ------------   ------------
      Net cash provided by (used in) continuing operations               139,574       (233,275)
      Net cash used in discontinued operations                               -         (209,646)
                                                                    ------------   ------------
      Net cash provided by (used in) investing activities                139,574       (442,921)
                                                                    ------------   ------------
FINANCING ACTIVITIES:
Proceeds from sale of common stock - net                                 664,280        269,315
Expenses related to conversion of notes to common stock                  (14,945)           -
Proceeds from inventory financing facility                                74,517        248,031
(Payment) proceeds of bank notes payable                                (150,000)       150,000
Proceeds of bridge loan                                                  350,000            -
Payment of related party notes                                           (15,394)      (261,699)
Payment of other current debt                                            (58,344)      (124,379)
                                                                    ------------   ------------
      Net cash provided by continuing operations                         850,114       (934,855)
      Net cash used in discontinued operations                               -          (43,998)
                                                                    ------------   ------------
      Net cash provided by financing activities                          850,114       (978,853)
                                                                    ------------   ------------
Effect of exchange rate changes on cash and cash equivalents                 -           49,341
                                                                    ------------   ------------
Decrease in cash and cash equivalents                                    (82,093)    (1,907,240)
Cash and cash equivalents:
      Beginning of period                                                289,603        843,836
                                                                    ------------   ------------
      End of period                                                 $    207,510   $ (1,063,404)
                                                                    ============   ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
 Interest
  Continuing operations                                             $     56,202   $     95,314
                                                                    ============   ============
  Discontinued operations                                           $        -     $      5,730
                                                                    ============   ============
  Income taxes
  Continuing operations                                             $        -     $      2,286
                                                                    ============   ============
  Discontinued operations                                           $        -     $        627
                                                                    ============   ============

</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       6
<PAGE>


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


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION

         The accompanying  unaudited condensed consolidated financial statements
         of Vizacom Inc. and its wholly owned subsidiaries have been prepared in
         accordance with generally  accepted  accounting  principles for interim
         financial  statements and with the instructions to Form 10-QSB and Item
         310 of  Regulation  S-B.  Accordingly,  they do not  include all of the
         information and footnotes required by accounting  principles  generally
         accepted  in the  United  States  of  America  for  complete  financial
         statements.  In the opinion of management,  all adjustments (consisting
         of  normal  recurring  accruals)   considered   necessary  for  a  fair
         presentation  have been included.  Operating  results for the six-month
         period  ended  June 30,  2002  are not  necessarily  indicative  of the
         results that may be expected for the year ending December 31, 2002. For
         further information, refer to the consolidated financial statements and
         footnotes  thereto  included  in the  Company's  Annual  Report on Form
         10-KSB for the year ended December 31, 2001. The condensed consolidated
         balance  sheet  as of  December  31,  2001 has  been  derived  from the
         Company's audited consolidated balance sheet as of that date.

         GOODWILL

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

         FAIR VALUE OF FINANCIAL INSTRUMENTS

         The  Company  utilizes  a letter  of credit  to  collateralize  certain
         short-term purchases. Management does not expect any material losses to
         result from this off-balance  sheet instrument  because  performance is
         not expected to be  required.  Therefore  management  is of the opinion
         that the fair value of this instrument is zero.

         REVERSE STOCK SPLIT

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

         RECENT ACCOUNTING PRONOUNCEMENTS

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


                                       7
<PAGE>


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


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

          In April  2002,  the FASB issued  SFAS No.  145,  "Rescission  of FASB
         Statements  No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and
         Technical Corrections." Among other provisions,  SFAS 145 rescinds SFAS
         4   "Reporting   Gains  and  Losses  from   Extinguishment   of  Debt."
         Accordingly,  gains or losses from  extinguishment of debt shall not be
         reported as extraordinary items unless the extinguishment  qualifies as
         an extraordinary item under the criteria of Accounting Principles Board
         ("APB") Opinion No. 30, "Reporting the Results of  Operations-Reporting
         the Effects of Disposal of a Segment of a Business,  and Extraordinary,
         Unusual and Infrequently  Occurring Events and Transactions."  Gains or
         losses from extinguishment of debt that do not meet the criteria of APB
         30 should be reclassified  to income from continuing  operations in all
         prior periods  presented.  The provisions of SFAS 145 will be effective
         in 2003 for the Company.

         RECLASSIFICATIONS

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


                                       8
<PAGE>

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


2.       LIQUIDITY AND BUSINESS RISKS

         On February  19, 2002,  the Company  received  correspondence  from The
         Nasdaq  Stock  Market  Inc.  stating  that our  common  stock  would be
         delisted from trading because the bid price of our common stock did not
         equal or exceed $1.00 for a minimum of thirty consecutive  trading days
         prior to  February  19, 2002 as  required  by Nasdaq  Marketplace  Rule
         4310(c)(4).  As of  August  12,  2002  the  Company  had  not  regained
         compliance with the $1.00 bid price requirement.

         On  October  10,  2001,  the  Company  received  a letter  from  Nasdaq
         informing  the Company  that it would  permit the  Company's  continued
         listing, but it would continue to monitor the Company's compliance with
         the net  tangible  asset  requirement  of at  least  $2,000,000  or the
         stockholders'  equity  requirement  of  at  least  $2,500,000  and  all
         continued  listing  requirements,  and it would not allow for continued
         listing in the event that the Company  failed to comply with any of the
         applicable  requirements.  At June  30,  2002 the  Company  had not met
         either the stockholders' equity requirement or net tangible asset test.

         In the event that our common stock is delisted  from Nasdaq,  we expect
         that our common stock will continue to trade on the NASD's OTC Bulletin
         Board.  A delisting  of our common  stock from the Nasdaq  Stock Market
         could have an adverse  effect on the market  price of our common  stock
         and the  ability  and  capacity of persons to acquire or sell shares of
         our common stock.

         The accompanying  financial statements have been prepared assuming that
         the  Company  will  continue  as  a  going  concern.  The  Company  has
         experienced recurring net losses since its inception, and had a working
         capital deficiency of $3,951,234 at June 30, 2002.

         As more fully  described in Note 6, on May 30, 2002 the Company entered
         into an agreement with JPMorgan Chase Bank ("JPMC") whereby it extended
         the due date  for the  $1,064,172  note  due the bank at June 30,  2002
         until  September  2003. On June 12, 2002,  the Company's PWR subsidiary
         entered  into  a  wholesale   financing   agreement   with  IBM  Credit
         Corporation (`IBM Credit") which provided for a $150,000 line of credit
         which it can utilize for inventory financing.

         The  Company  has  negotiated  with  Keltic  Financial   Partners,   LP
         ("Keltic") for up to a $2,500,000 line of credit facility. Availability
         under  the  line  is  expected  to be  determined  as a  percentage  of
         borrowings  against  eligible,  as defined,  trade  receivables.  Those
         receivables  are  currently  pledged  to  JPMC,  which  has  agreed  to
         subordinate   those   receivables  upon  the  satisfaction  of  certain
         conditions.  Based on current receivable  balances at July 31, 2002 the
         Company would  initially  receive  approximately  $400,000 from Keltic,
         after  consideration  of associated  fees. This amount will be utilized
         solely for the outstanding  debts and working capital of PWR. While the
         Company  believes  it will  succeed in  completing  negotiation  of the
         $2,500,000  line of credit  facility  with Keltic,  no assurance can be
         given that it will be successful in this endeavor,  and if unsuccessful
         it may impair the Company's ability to continue its operations.

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

         Through  July  31,  2002  the  Company's   placement  agent,   Trautman
         Wasserman,  has placed or arranged in excess of  $1,600,000 in debt and
         equity financing.


                                       9
<PAGE>

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


2.       LIQUIDITY AND BUSINESS RISKS (CONTINUED)

         The Company  believes  that over the next twelve months it will need to
         raise at least  an  additional  $2,000,000  to  $3,000,000  to meet its
         currently anticipated  liquidity and capital expenditure  requirements.
         Management  intends to seek additional  financing  through a variety of
         methods.  There can be no assurance that the Company will be successful
         in  completing  any  such  financing,  or that  the  terms  of any such
         financing  will be beneficial to the Company or its  stockholders.  The
         financial  statements do not include any adjustments  that might result
         from the outcome of this uncertainty.

3.       LOSS PER SHARE

         Basic loss per share is computed based upon the weighted average number
         of common  shares  outstanding  during  each  period  presented.  Stock
         options  and  warrants  did not have an  effect on the  computation  of
         diluted  earnings per share in the three and  six-month  periods  ended
         June 30, 2002 and 2001 since they were anti-dilutive.

4.       IMPAIRMENT OF GOODWILL AND OTHER INTANGIBLES

         During the second quarter of 2002,  the Company  recorded an impairment
         loss of  $4,946,590.  This  consists of the full amount of the goodwill
         associated with the purchase of SpaceLogix,  Inc, or $3,589,590,  and a
         $1,357,000 write-off against the value of other intangibles at June 30,
         2002.

         The  Company  tested the  goodwill  acquired in the  December  28, 2001
         SpaceLogix  acquisition for impairment upon the adoption of SFAS 142 as
         of January 1, 2002, and concluded that, under the transitional goodwill
         impairment test, no impairment had occurred at that date. However, as a
         result of a significant  adverse change in the business  climate in the
         telecom industry in the second quarter of 2002 upon which  SpaceLogix's
         business plan was dependent,  management  concluded that  circumstances
         had changed to the point that it was more likely than not that the fair
         value of the  SpaceLogix  reporting  unit had been  reduced  below  its
         carrying amount, and therefore tested its goodwill for impairment again
         as of June 30, 2002.

         Management  concluded that its ability to recover its investment within
         a reasonable period of time was extremely  doubtful as a result of: (i)
         the severe falloff in the telecom sector characterized by many business
         failures, and exemplified by the Company's report in its 8K dated March
         6,   2002  of  a   solutions   provider   relationship   with  a  major
         telecommunications  company  that  recently  filed for Chapter 11; (ii)
         SpaceLogix's  failure to generate  revenues of any significance  during
         the previous six-months;  and (iii) the absence of firm commitments for
         future  revenues.  The Company  therefore  wrote-off its investment and
         recorded a $3,589,590 impairment loss at June 30, 2002.

         The Company's analysis of other intangibles was based on projected cash
         flows of its  operating  unit and a  determination  based upon  current
         assumptions  with regards to  attaining  sufficient  financing  and the
         Company's  assessment  of  the  business  environment.  Based  on  this
         analysis  utilizing a zero salvage value and a 10% discount  rate,  the
         Company recorded a $1,357,000 impairment loss.


                                       10
<PAGE>


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


5.       STATEMENTS OF CASH FLOWS

         Supplemental  disclosure of non-cash financing and investing activities
         for the quarter ended June 30, 2002 and 2001 is set forth below:

<TABLE>
<CAPTION>

                                                                         2002        2001
                                                                      ---------   ---------
<S>                                                                   <C>         <C>
Convertible note exchanged for common stock                           $ 150,420   $     -
                                                                      =========   =========
Subscription receivable                                               $ 322,500   $     -
                                                                      =========   =========
Warrants recorded as debt discount                                    $  59,266   $     -
                                                                      =========   =========
Common stock cancelled                                                $  22,500   $     -
                                                                      =========   =========
Common stock pledged                                                  $  75,000   $     -
                                                                      =========   =========
Common stock subject to put option                                    $  66,638   $     -
                                                                      =========   =========
Transfer of current debt to accrued liabilities                       $ 114,832   $     -
                                                                      =========   =========
Transfer of current debt to note payable to related parties           $  23,400   $     -
                                                                      =========   =========
Note receivable for busines disposition                               $    -      $ 987,500
                                                                      =========   =========
Transfer of prepaid licenses to inventory                             $    -      $ 131,606
                                                                      =========   =========
Issuance of common stock in payment of liabilities                    $ 321,875   $ 132,718
                                                                      =========   =========
Issuance of common stock and warrants for deferred consulting costs   $    -      $ 215,178
                                                                      =========   =========

</TABLE>


6.       DEBT

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

         Short-Term  Loan: On March 15, 2002, the Company  received $25,000 in a
         short-term  loan from a principal  of Trautman  Wasserman  who became a
         director of the Company on July 17,  2002.  The note has a 10% interest
         rate and the  Company  issued a warrant to this  principal  to purchase
         7,500 shares of common  stock at an exercise  price of $1.00 per share.
         The note is due  October  15,  2002.  The  warrant was valued at $4,800
         utilizing a Black  Scholes model with the  following  assumptions:  90%
         volatility,   five-year  term,  a  risk-free  rate  of  4.74%,  and  no
         dividends.

         Note Payable to Law Firm: On April 15, 2002,  the Company  defaulted on
         the note payable to its former law firm for legal services  rendered in
         the amount of $464,342 at June 30, 2002. The Company  received a formal
         notice  of  default  on May 1,  2002.  Management  of  the  Company  is
         currently pursuing a settlement of this amount.

         Bridge Loans:  On April 1, 2002 the Company  received a $150,000 bridge
         loan from an individual  investor which was due July 31, 2002,  subject
         to  prepayment  upon  completion of certain  financing.  The loan bears
         interest at 12.5% per annum and the Company issued a three-year warrant
         to purchase  50,000 shares of its common stock at an exercise  price of
         $.90 per share.  The  warrant  was valued at $19,584  utilizing a Black
         Scholes model with the following assumptions: 90% volatility,  two-year
         term, a risk-free rate of 1.70%, and no dividends. On July 31, 2002, in
         consideration of a three-year  warrant to purchase 20,000 shares of its
         common  stock at an exercise  price of $.90 per share,  the  noteholder
         agreed to a sixty-day  extension  until  September  30, 2002.  Trautman
         Wasserman, as placement agent, will receive a $15,000 placement fee.


                                       11
<PAGE>


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


6.       DEBT (CONTINUED)

         On May 9, 2002 the  Company  received  a $100,000  bridge  loan from an
         individual  investor which was due July 31, 2002, subject to prepayment
         upon completion of certain financing.  The loan is non-interest bearing
         and the Company  will issue a  three-year  warrant to  purchase  37,500
         shares of its common stock at an exercise price of $.90 per share.  The
         warrant was valued at $5,742  utilizing a Black  Scholes model with the
         following assumptions: 90% volatility,  two-year term, a risk-free rate
         of 1.70%,  and no dividends.  Trautman  Wasserman,  as placement agent,
         will  receive  a  $10,000  placement  fee.  On June 28,  2002  Trautman
         Wasserman  8701   Opportunities   Fund  LP  assumed  this  bridge  loan
         obligation  in exchange for shares of the Company's  common stock.  See
         Note 7. The Company received a release from the noteholder.

         On May 14, 2002 the Company  received two $25,000 bridge loans from two
         individual   investors  which  were  due  July  31,  2002,  subject  to
         prepayment  upon  completion  of  certain  financing.   The  loans  are
         non-interest  bearing and the Company will issue a five-year warrant to
         each  investor  to  purchase  9,375  shares of its  common  stock at an
         exercise  price of $.75 per  share.  Each  warrant  was  valued at $950
         utilizing a Black  Scholes model with the  following  assumptions:  90%
         volatility, two-year term, a risk-free rate of 1.70%, and no dividends.
         Trautman Wasserman, as placement agent, will receive a $5,000 placement
         fee. On June 28, 2002 Trautman  Wasserman  8701  Opportunities  Fund LP
         assumed  these  bridge loan  obligations  in exchange for shares of the
         Company's common stock. See Note 7. The Company received a release from
         the noteholders.

         On May 23,  2002 the  Company  received a $50,000  bridge  loan from an
         individual investor which is due August 31, 2002, subject to prepayment
         upon completion of certain financing.  The loan is non-interest bearing
         and the  Company  will issue a  five-year  warrant to  purchase  18,750
         shares of its common stock at an exercise price of $.75 per share.  The
         warrant was valued at $1,145  utilizing a Black  Scholes model with the
         following assumptions: 90% volatility,  two-year term, a risk-free rate
         of 1.70%,  and no dividends.  Trautman  Wasserman,  as placement agent,
         will  receive  a  $5,000  placement  fee.  On June  28,  2002  Trautman
         Wasserman  8701   Opportunities   Fund  LP  assumed  this  bridge  loan
         obligation  in exchange for shares of the Company's  common stock.  See
         Note 7. The Company received a release from the noteholder.

         Line of Credit, Letter of Credit, and Reimbursement  Agreement:  On May
         23, 2002,  pursuant to a Reimbursement  Agreement,  Trautman  Wasserman
         8701  Opportunities Fund LP agreed to deposit $150,000 at the Company's
         bank. The purpose of the $150,000  deposit was to secure an irrevocable
         letter of credit in favor of IBM Credit for the June 12, 2002 Agreement
         for Wholesale  Financing  between IBM Credit  Corporation and PWR which
         provides  a line of  credit  in a  similar  amount.  The line of credit
         provides  PWR  with a  revolving  thirty-day  interest  free  inventory
         financing  floor plan  arrangement.  At June 30,  2002 the  outstanding
         balance  under  this  line of credit  was  $74,517.  The  reimbursement
         arrangement  with the 8701 Fund provides for monthly interest of 6% per
         annum,  and a  default  rate of 15% per  annum on any  letter of credit
         advances   made  by  8701  Fund  on  behalf  of  PWR  to  IBM   Credit.
         Additionally,  in the event of default,  the 8701 Fund will be entitled
         to penalty  shares of the  Company's  common  stock at a share price of
         $.65 for the amount of any letter of credit  advances  made as a result
         of PWR not making its  payments  when due to IBM Credit.  The 8701 Fund
         also received a five-year  warrant to purchase  50,000 shares of common
         stock at $1.00.  The  warrant  is valued  at $8,710  utilizing  a Black
         Scholes model with the following assumptions: 90% volatility,  two-year
         term,  a  risk-free  rate of 2.35%,  and no  dividends.  The Company is
         amortizing  the warrant to interest  expense over the 13-month  term of
         the Reimbursement Agreement.

         Modification  of  Promissory  Note:  On May 30, 2002 the  Company's PWR
         subsidiary  entered  into an agreement  to modify the  promissory  note
         dated  November  20, 2001  between PWR and  JPMorgan  Chase Bank in the
         original  principal amount of $1,214,000 and agreed to extend the terms
         thereof. The balance of the note at June 30, 2002 was $1,064,172. Under
         the terms of the modification the Company will make a


                                       12
<PAGE>


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


6.       DEBT (CONTINUED)

         partial  principal  prepayment of $400,000  contemporaneously  with the
         planned sale of the Company's Harvard trademarks.

         Additionally the Company agreed to direct all payments it receives from
         its note receivable from its former Serif subsidiary to JPMC. Under the
         modification  JPMC  will  receive  the  following  principal  payments,
         inclusive of the Serif  payments:  $40,000  monthly for the period July
         2002  through  September  2002,  then an  average of  approximately  of
         $48,680  monthly  through  August  2003,  with any unpaid  balance  due
         September  2003.  The interest  rate will remain at prime plus one-half
         percent.   In  connection  with  this  modification  JPMC  agreed  that
         contemporaneously  with the receipt of the Harvard payment,  JPMC would
         release their lien on the Harvard Trademarks and on the assets of PWR.

7.       STOCKHOLDERS' EQUITY

         Private  Placements:   The  Company  completed  five  separate  private
         placements as follows: (a) On February 14, 2002 the Company sold 76,923
         shares of its common stock to an accredited investor at a price of $.65
         per  share,  for which it  received  $50,000.  Trautman  Wasserman,  as
         placement  agent,  will receive a commission  of $5,000 and a five-year
         warrant to purchase  7,692 shares of common stock at an exercise  price
         of $1.00 per share;  (b) On February  26, 2002 the Company  sold 38,461
         shares of its common stock to an accredited investor at a price of $.65
         per share,  for which it received  aggregate gross proceeds of $25,000.
         Trautman  Wasserman,  as placement agent,  will receive a commission of
         $2,500 and a five-year  warrant to purchase 3,846 shares of the Company
         stock at an exercise price of $1.00 per share; (c) In connection with a
         March 22, 2002  subscription  agreement,  on March 28, 2002 the Company
         sold  615,385  shares  at a price  of $.65  per  share,  and  issued  a
         five-year  warrant  commencing  November  1, 2002 to  purchase  184,615
         shares of its common stock at an exercise price of $1.00 per share,  to
         an accredited entity, for which it received aggregate gross proceeds of
         $400,000.  On the same date,  the Company  sold  153,846  shares of its
         common  stock at a price  of $.65 per  share,  and  issued a  five-year
         warrant  commencing  November 1, 2002 to purchase  46,154 shares of its
         common stock at an exercise price of $1.00 per share,  to an accredited
         entity, for which it received  $100,000.  With respect to this $500,000
         aggregate  financing   transaction,   the  placement  agent,   Trautman
         Wasserman,  will  receive  $50,000  as well as a  five-year  warrant to
         purchase  76,923  shares of the  Company's  common stock at an exercise
         price of $1.00 per share commencing  November 1, 2002; (d) During April
         1  through  June 30,  2002,  the  Company  sold  536,221  shares of the
         Company's  common  stock  at a price of $.65 per  share,  for  which it
         received aggregate gross proceeds of $348,544.  Trautman Wasserman,  as
         placement agent, will receive $34,854 as well as a five-year warrant to
         purchase  53,622  shares of the  Company's  common stock at an exercise
         price of $1.00 per share  commencing  November 1, 2002; (e) On June 24,
         2002 the Company sold 69,230 shares of the Company's  common stock at a
         price of $.65 per share, for which it received aggregate gross proceeds
         of $45,000. Trautman Wasserman, as placement agent, will receive $4,500
         as  well  as a  five-year  warrant  to  purchase  6,923  shares  of the
         Company's  common  stock  at an  exercise  price  of  $1.00  per  share
         commencing  November  1, 2002.  The  Company  also  recorded  legal and
         listing  fees   aggregating   $81,914  in  connection  with  the  above
         transactions.

         Bridge  Satisfaction:  On June 28,  2002 the  Company  entered  into an
         agreement with Trautman  Wasserman 8701  Opportunities  Fund LP whereby
         the latter subscribed for $200,000 of common stock or 285,714 shares at
         a price of $.70 per share. The  consideration  for the subscription was
         the  assumption of $200,000 of the Company's  outstanding  bridge notes
         for which the Company received releases from the noteholders.

         Legal and Liability  Settlements:  The Company issued 504,908 shares of
         its common  stock,  valued at  $396,875  in  connection  with legal and
         liability  settlement  agreements as follows: (a) On April 18, 2002 the
         Company  issued  256,410  shares of common  stock valued at $200,000 in
         connection with a legal settlement


                                       13
<PAGE>


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


7.       STOCKHOLDERS' EQUITY (CONTINUED)

         agreement  between  Community  Towers,  LLC  and  Software   Publishing
         Corporation  ("SPC"),  a  subsidiary  of  Vizacom  Inc.  As part of the
         settlement  the  Company  agreed to register  these  shares by June 30,
         2002,  which it has not done,  and has  agreed to cause a  registration
         statement  for the  resale  of these  shares  to  become  effective  by
         September 30, 2002.  The plaintiff may sell up to 16.66% of the 256,410
         common shares on a quarterly basis starting October 1, 2002. Should the
         registration  not be effective by September  30, 2002,  the Company has
         agreed to a put option whereby during the quarters beginning October 1,
         2002 and January 1, 2003 the Company may be required to purchase 16.66%
         each quarter, of the plaintiffs' shares, at the aforementioned dates at
         the market price of such shares at the beginning of each  quarter,  but
         not  greater  than $.78 per  share.  The  Company  reflects  the shares
         subject to the put option, or $66,638 (85,434 shares at $.78 per share)
         as a liability  in the  accompanying  balance  sheet.  The Company also
         pledged to Community Towers,  LLC an additional 96,154 shares of common
         stock valued at $75,000  representing part of the cash settlement.  The
         pledged  shares  will be  returned  to the  Company  when  SPC pays the
         $75,000.  The Company had sixty days to pay the  $75,000,  which it did
         not, and will pay 2% a month interest on the unpaid balance until paid;
         (b) On June 17, 2002 the Company  entered into  agreements with certain
         outside  legal  counsel  and  a  former  chief   executive  to  satisfy
         outstanding  liabilities to them.  Under their  respective  agreements,
         81,250  shares  valued at $65,000 and 71,094  shares  valued at $56,875
         were issued,  respectively.  These  agreements  contain both lockup and
         value guarantee provisions.

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

         Rights  Agreement  Amendment:  In March 1998,  the  Company  authorized
         100,000 shares of Junior  Participating  Preferred Stock, Series A, par
         value  $.001 per share.  The Junior  Preferred  Stock has  preferential
         voting, dividend and liquidation rights over the Common Stock. On March
         31, 1998, the Company declared a dividend  distribution,  payable April
         30, 1998, of one Preferred Share Purchase Right ("Right") on each share
         of Common Stock. Each Right, when exercisable,  entitles the registered
         holder  thereof to purchase  from the Company one  one-thousandth  of a
         share  of  Junior   Preferred  Stock  at  a  price  of  $1.00  per  one
         one-thousandth   of  a  share   (subject   to   adjustment).   The  one
         one-thousandth  of a share is intended to be the functional  equivalent
         of one share of the Common Stock. The Rights will not be exercisable or
         transferable  apart from the Common Stock until an Acquiring Person, as
         defined in the Rights  Agreement,  dated as of March 31, 1998,  between
         the Company and American Stock  Transfer & Trust  Company,  without the
         prior consent of the Company's Board of Directors, acquires 20% or more
         of the voting  power of the Common  Stock or  announces a tender  offer
         that would result in 20%  ownership.  The Company is entitled to redeem
         the Rights, at $.001 per Right, any time before a 20% position has been
         acquired  or  in  connection  with  certain   transactions   thereafter
         announced.  Under certain  circumstances,  including the acquisition of
         20% of the Common Stock, each Right not owned by a potential  Acquiring
         Person will entitle its holder to purchase, at the Right's then-current
         exercise price,  shares of Junior Preferred Stock having a market value
         of  twice  the  Right's  exercise  price.  Holders  of a Right  will be
         entitled to buy stock of an Acquiring  Person at a similar discount if,
         after the acquisition of 20% or more of the Company's voting power, the
         Company  is  involved  in  a  merger  or  other  business   combination
         transaction  with another person in which its common shares are changed
         or converted, or the Company sells 50% or more of its assets or earning
         power to another person. The Rights expire on April 20, 2008.

         On June 27, 2002 the Company  entered  into an  Amendment to the Rights
         Agreement  between  the  Company and  American  Stock  Transfer & Trust
         Company  whereby the price to redeem a right was changed from $.001 per
         right to $.0001 per right.  Additionally  the Company agreed to exclude
         Trautman  Wasserman,  its principals,  affiliates,  and associates,  as
         parties  whose  acquisition  of Company  securities  would  trigger the
         issuance of rights under the Rights Agreement.


                                       14
<PAGE>


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


8.       RELATED PARTY TRANSACTIONS

         Resignation of Chairman of the Board and Corporate  Legal  Counsel:  On
         February 14, 2002 the Company  accepted the resignation of its chairman
         of the board who is a principal of the law firm which was the corporate
         legal counsel. In effecting this resignation, this person also resigned
         as director,  secretary,  corporate  legal counsel,  and as officer and
         director of any direct or indirect  subsidiaries  of the  Company.  The
         corporate  law firm also  resigned at the same time.  For the six-month
         period ended June 30,  2002,  this law firm  submitted  bills for legal
         services totaling $104,777.

         Event of Reversion:  Under an agreement  concluded in conjunction  with
         the SpaceLogix merger, the former selling  shareholders of PWR, who are
         currently officers of the Company,  had agreed to reduce their salaries
         to $125,000 each on October 1, 2001, in exchange for an incentive bonus
         arrangement.  The agreement  provided for an event of reversion  should
         PWR not receive  $1,000,000 of working capital by March 31, 2002, which
         did not occur. As such the incentive  bonus  agreement  became null and
         void  and  the  Company  became   obligated   under  the   pre-existing
         controlling  merger and  employment  agreements  which  provide to each
         officer $200,000 in annual  salaries,  a $25,000 bonus, and an earn-out
         based on certain  income  targets  and  working  capital  requirements.
         Therefore,  as of March 31, 2002, the Company owed such executives back
         wages  aggregating  $75,000  since  October 1, 2002.  Such  amounts are
         included in accrued liabilities at June 30, 2002.

         Note  Payable to  Related  Parties:  The  Company  received  waivers of
         certain note payments  originally due from February 1 through August 1,
         2002, amounting to $175,000 in the aggregate,  until September 1, 2002.
         These notes were to the aforementioned  former selling  shareholders of
         PWR, who are currently officers of the Company and PWR.

         Short-Term  Loan: On March 15, 2002 the Company  received  $25,000 in a
         short-term  loan from a principal  of Trautman  Wasserman  who became a
         director  of the  Company on July 17,  2002.  The terms of the note are
         described in Note 6.

         Placement  Agent  and  Investment  Advisor:   Trautman  Wasserman,  the
         Company's  placement  agent,  considered a related party based on their
         aggregate equity holdings in excess of 10% of the Company's outstanding
         stock as of June 30, 2002, will receive  placement fees of $146,851 and
         five-year  warrants to purchase a total of 173,075 shares of our common
         stock at  $1.00  per  share  in  connection  with  the  various  equity
         placements  it  conducted  on behalf of the  Company in the  six-months
         ended June 30,  2002.  Additionally  the  placement  agent will receive
         $35,000 in  connection  with the five bridge loans closed this quarter.
         Trautman  Wasserman  also will receive  $40,500 as investment  advisory
         fees through June 30, 2002. At June 30, 2002,  the Company had $157,500
         in accrued liabilities due to Trautman Wasserman.

         Reimbursement  Agreement:  On May  23,  2002  Trautman  Wasserman  8701
         Opportunities  Fund LP and the Company's PWR subsidiary  entered into a
         Reimbursement  Agreement whereby 8701 Fund would provide collateral for
         a letter of credit in the amount of  $150,000  in favor of a  financing
         institution  for a period of 13 months from the  inception  date of the
         Letter of Credit.  The terms of the  Reimbursement  Agreement  are more
         fully described in Note 6.

         Bridge  Satisfaction:  On June 28,  2002  the  Company  entered  into a
         subscription  agreement with Trautman Wasserman 8701 Opportunities Fund
         LP whereby the latter  subscribed  for $200,000 or 285,714  shares at a
         price of $.70 per share. The consideration for the subscription was for
         the 8701 Fund to assume  responsibility  for $200,000 of the  Company's
         outstanding  bridge notes for which the Company received  releases from
         the noteholders.


                                       15
<PAGE>

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


9.       COMMITMENTS AND CONTINGENCIES

         Litigation

         Community  Towers,  LLC vs.  Software  Publishing  Corporation:  In the
         fourth  quarter  of 1998,  an action  was  commenced  against  Software
         Publishing  Corporation  ("SPC"),  a  subsidiary  of  the  Company,  in
         California  in  which  plaintiff  sought  $300,000  plus  interest  and
         attorneys' fees for SPC's alleged violation of a lease for office space
         located in San Jose, California. This was the location at which SPC had
         its  principal  place of  business  and at which  the  Company  had its
         principal  executive  offices during the period of January 1997 through
         January 1998. On April 10, 2002 this matter was settled as described in
         Note 7.

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

         Robert Blum vs. Renaissance  Multimedia,  Inc.: This matter was brought
         in March of 2001  against  Renaissance  Multimedia  Inc. and its former
         president  in  which  the  plaintiff  alleges   discriminatory   hiring
         practices  and  seeks  an  undisclosed  sum  of  compensatory  damages,
         attorney fees and punitive damages.  Discovery has been completed and a
         mediation is set for early  September  2002. The Company  believes this
         action is without merit and intends to vigorously defend this action.

         Waiting Room  Solutions  vs. Vizy  Interactive,  Inc.:  This matter was
         brought  in May  2001  against  Vizy  Interactive  Inc.  in  which  the
         plaintiff is seeking $250,000 alleging breach of contract in connection
         with the design of a software solution system. The Company has asserted
         a counterclaim  for the sum of $158,150 due and  outstanding  under the
         contract.  The  plaintiff  had  paid the  Company  $143,000  under  the
         contract.  To date,  partial discovery has been conducted.  The Company
         believes this action is without merit and intends to vigorously  defend
         this action.

         Information Leasing Corporation vs. Renaissance Multimedia,  Inc.: This
         matter was brought in March 2002 against  Renaissance  Multimedia  Inc.
         and its former  president  in which the  plaintiff  seeks  $75,000 plus
         attorneys' fees alleging breach of an installment payment agreement and
         security  agreement  for certain  software and related  services.  This
         matter has been disputed prior to the acquisition of  Renaissance,  and
         the Company has an obligation to indemnify the former president of this
         subsidiary since he personally


                                       16
<PAGE>


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


9.       COMMITMENTS AND CONTINGENCIES (CONTINUED)

         Litigation (cont.)

         guaranteed the installment  payment agreement.  The installment payment
         arrangement   relates  to  a  certain  software  product  intended  for
         developing  complex  e-commerce  solutions  and an  associated  support
         arrangement.  Renaissance was unable to utilize the product and was not
         provided with the appropriate level of aftermarket support. The Company
         has filed an answer in this matter. The Company believes this action is
         without merit and intends to vigorously defend this action.

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

         Other

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

         Lease Amendment Letter: On June 27, 2002 a modification was made to the
         lease  agreement dated December 15, 2002 between  Spacely,  LLC and the
         Company's PWR subsidiary.  PWR has received permission to install three
         satellite dishes on the roof of the building.  As consideration for the
         amendment  PWR's fixed rent shall be increased by the sum of $5,000 per
         annum from the date of the modification.

10.      SUBSEQUENT EVENTS

         Appointment  of  Director:  On July  17,  2002,  Douglas  Greenwood,  a
         principal of Trautman  Wasserman,  the  Company's  placement  agent and
         investment advisor, was elected by the Board of Directors to serve as a
         director in Class II and serve until the annual meeting in 2004.

         Contingent  Consideration  based on Financial  Performance:  On July 2,
         2002 the  Board of  Directors  of the  Company  approved  the  payment,
         subject to stockholder approval, of $350,000, payable in 353,536 shares
         of our common stock to the former selling  shareholders of PWR, Vincent
         DiSpigno and David Salav, who are executive officers of the Company and
         PWR.   This   represents   the  third  and  final  year  of  contingent
         consideration  resulting from a  determination  that they had satisfied
         the earn-out provisions of the March 27, 2000 PWR Merger Agreement. The
         Company's determination was based on its failure to provide an adequate
         amount  of  available  working  capital  as  called  for by the  Merger
         Agreement.  Management  believes that in view of the impairment  losses
         already recognized,  this purchase price adjustment,  normally recorded
         as  additional  goodwill,  will be charged to  operations  in the third
         quarter of 2002.

         2000 Equity  Incentive  Plan:  On June 27, 2002 the Board of  Directors
         adopted a proposal to amend the plan to increase underlying equity from
         2,000,000 to 3,000,000 shares, subject to shareholder approval.

         Subscriptions receivable: As of August 14, 2002 the Company collected
         the full amount of its subscriptions receivable.


                                       17
<PAGE>


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

FORWARD LOOKING STATEMENTS

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

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

You should carefully  consider such risks,  uncertainties and other information,
disclosures  and discussions  which contain  cautionary  statements  identifying
important  factors that could cause  actual  results to differ  materially  from
those  provided in the  forward-looking  statements.  Readers  should  carefully
review the risk factors  described in other documents we have filed from time to
time with the  Securities  and Exchange  Commission,  most  recently in our Form
10-KSB for the year ended  December 31, 2001.  We  undertake  no  obligation  to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.

RESULTS OF OPERATIONS

Quarter Ended June 30, 2002 compared to Quarter Ended June 30, 2001.

Net Sales.  Net sales decreased in the quarter ended June 30, 2002 ("2002 second
quarter")  by  $3,730,502,   or  78%,  to  $1,063,113  from  $4,793,615  in  the
corresponding  2001 quarter.  Hardware  sales  declined  $3,197,998,  or 77%, to
$958,908 in the 2002 second quarter from  $4,156,906 in the  corresponding  2001
quarter. This decline is mainly attributable to PWR's inability to process sales
orders due to a lack of  available  working  capital.  Service  sales  decreased
$532,504,  or 84%, to $104,205 in the 2002 second  quarter from  $636,709 in the
corresponding  2001 quarter.  The 2002 second quarter  includes no service sales
from Vizy NY which reported sales of $577,604 in the corresponding 2001 quarter.

Gross Profit. Gross profit decreased by $575,887, or 86%, to $97,472 in the 2002
second quarter, from $673,359 in the corresponding 2001 quarter.  Hardware gross
profit decreased by $266,403, or 78%, to $74,242 in the 2002 second quarter from
$340,645 in the  corresponding  2001  quarter.  The decrease in gross profit was
attributable to


                                       18
<PAGE>

lower hardware  sales.  Hardware gross margin was 8% in the 2002 second quarter,
consistent with 8% in the  corresponding  2001 quarter.  The hardware margin was
impacted in the 2002 second quarter by  approximately  5%, relative to inventory
obsolescence write-downs. Service gross profit decreased by $309,484, or 93%, to
$23,230 in the 2002  second  quarter  from  $332,714 in the  corresponding  2001
quarter.  Service gross margin  decreased to 22% in the 2002 second quarter from
52% in the corresponding 2001 quarter.  The decline in service gross profits and
margins is related to the absence of service sales from Vizy NY.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses ("SG&A") decreased by $91,273,  or 8%, to $1,108,737 in
the 2002 second  quarter from  $1,200,010  in the  corresponding  2001  quarter.
Commensurate  with our decline in sales,  this decline is related to lower sales
salaries  and  commissions  of $53,129 in the 2002  second  quarter  compared to
$151,699 in the corresponding 2001 quarter.  Additionally, we had a reduction in
our health  benefits costs to $20,650 in the 2002 second quarter from $56,379 in
the corresponding 2001 quarter, due to a decrease in the number of employees and
an increase in the amount of employee health contributions in 2002.

Amortization of Goodwill.  In accordance with Statement of Financial  Accounting
Standards No. 142, "Goodwill and Other Intangibles" (SFAS 142), as of January 1,
2002 we no longer amortize goodwill.

Amortization of Other Intangibles.  Amortization of other intangibles  decreased
$143,520,  or 60%, to $93,866 in the 2002 second  quarter  from  $237,386 in the
corresponding 2001 quarter.  The decline in the amortization was a result of the
impairment  charge for the full amount of Vizy NY's intangibles in late November
2001 and impairment reductions in PWR's intangibles,  also in the fourth quarter
of 2001.

Depreciation  and  amortization.  Depreciation  and  amortization  increased  by
$242,928 or 87%, to $523,566  in the 2002 second  quarter  from  $280,638 in the
corresponding  2001  quarter.  This  increase  was  related to certain  deferred
consulting  fees whose  future  benefit was  considered  to have expired and for
which we accelerated the amortization.

Impairment Loss. We recorded an impairment loss of $4,946,590 in the 2002 second
quarter  representing  the full  amount  of the  SpaceLogix  Inc.  goodwill,  or
$3,589,590,  and a $1,357,000  write-off against the value of other intangibles.
We tested the goodwill acquired in the December 28, 2001 SpaceLogix  acquisition
for  impairment  upon  the  adoption  of SFAS 142 as of  January  1,  2002,  and
concluded that, under the transitional  goodwill  impairment test, no impairment
had occurred at that date.  However, as a result of a significant adverse change
in the business  climate in the telecom  industry in the second  quarter of 2002
upon which SpaceLogix's  business plan was dependent,  management concluded that
circumstances had changed to the point that it was more likely than not that the
fair value of the SpaceLogix  reporting unit had been reduced below its carrying
amount,  and therefore  tested its goodwill for impairment  again as of June 30,
2002.

We  concluded  that our ability to recover our  investment  within a  reasonable
period of time was extremely  doubtful as a result of: (i) the severe falloff in
the telecom sector  characterized by many business failures,  and exemplified by
our report in our 8K dated  March 6, 2002 of a solutions  provider  relationship
with a major telecommunications company that recently filed for Chapter 11; (ii)
SpaceLogix's  failure  to  generate  revenues  of any  significance  during  the
previous  six-months;  and (iii) the  absence  of firm  commitments  for  future
revenues.  We  therefore  wrote-off  our  investment  and  recorded a $3,589,590
impairment loss at June 30, 2002.

Our  analysis  of other  intangibles  was based on  projected  cash flows of our
operating unit and a determination  based upon current  assumptions with regards
to  attaining   sufficient   financing  and  our   assessment  of  the  business
environment.  Based on this  analysis  utilizing a zero salvage  value and a 10%
discount rate, we recorded a $1,357,000 loss.

Interest  and other  expense,  net. We  reported  interest  and other  income of
($96,767) in the 2002 second  quarter  compared to interest and other expense of
$55,252 in the  corresponding  2001 quarter.  The 2002 second  quarter  reflects
$94,044 of other income related to an insurance  reimbursement claim relative to
the events of September 11, 2001, as well as $19,384 of interest  income related
to the  note  from  the  sale  of our  Serif  Europe  software  subsidiary.  The
corresponding  2001 quarter  included $47,813 of amortized debt issuance expense
incurred in connection with a line of credit which expired in 2001.


                                       19
<PAGE>


Six-Months Ended June 30, 2002 compared to Six-Months Ended June 30, 2001.

Net Sales.  Net sales  decreased  in the  six-months  ended June 30, 2002 ("2002
six-month  period") by $6,205,348,  or 71%, to $2,531,687 from $8,737,035 in the
six-months ended June 30, 2001. Hardware sales declined  $5,258,151,  or 69%, to
$2,330,694 in the 2002  six-month  period from  $7,588,845 in the  corresponding
2001 period.  This decline is mainly  attributable to PWR's inability to process
sales orders due to a lack of available working capital. Service sales decreased
$947,197,  or 82%, to $200,993 in the 2002 six-month  period from  $1,148,190 in
the  corresponding  2001 period.  The 2002 six-month  period includes no service
sales from Vizy NY which  reported sales of $972,400 in the  corresponding  2001
period.

Gross  Profit.  Gross profit  decreased by $859,425,  or 71%, to $354,491 in the
2002  six-month  period,  from  $1,213,916  in the  corresponding  2001  period.
Hardware  gross profit  decreased  by $496,673,  or 62%, to $310,688 in the 2002
six-month period from $807,361 in the corresponding  2001 six-month period.  The
decrease in gross profit was  attributable  to lower  hardware  sales.  Hardware
gross  margin  increased  to 13% in the 2002  six-month  period  from 11% in the
corresponding  2001 period.  The increased hardware margin was due to a focus on
higher  margin  goods in the product  mix.  Service  gross  profit  decreased by
$362,752,  or 89%, to $43,803 in the 2002 six-month  period from $406,555 in the
corresponding  2001 period.  Service  gross margin  decreased to 22% in the 2002
six-month  period  from 35% in the  corresponding  2001  period.  The decline in
service  gross  profits and  margins is related to the absence of service  sales
from Vizy NY.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative expenses ("SG&A") decreased by $425,467, or 17%, to $2,107,515 in
the 2002  six-month  period from  $2,532,982 in the  corresponding  2001 period.
$551,909,  or the  majority of the decline was  attributable  to our decision to
outsource and eliminate the production staff at Vizy NY as well as its president
in late November 2001.  This decline was partially  offset by our newly acquired
subsidiary,  SpaceLogix  which  incurred SG&A of $334,331 in the 2002  six-month
period,  primarily  consisting of sales salaries and related  selling  expenses.
This  increase was offset by declines at PWR as well as in  corporate  overhead.
PWR SG&A declined by $186,977 in the 2002  six-month  period due to lower health
benefit and selling  costs  during the period.  Corporate  overhead  declined by
$41,473 in the 2002 six-month period.  This decline is related to the downsizing
of corporate  staff effected at the end of the 2001 first quarter as well as the
related reduction in facilities rental.

Amortization of Goodwill.  In accordance with Statement of Financial  Accounting
Standards No. 142, "Goodwill and Other Intangibles" (SFAS 142), as of January 1,
2002 we no longer amortize goodwill.

Amortization of Other Intangibles.  Amortization of other intangibles  decreased
$287,038,  or 60%, to $187,733 in the 2002 six-month period from $474,771 in the
corresponding  2001 period.  The decline in the amortization was a result of the
impairment  charge for the full amount of Vizy NY's intangibles in late November
2001 and impairment reductions in PWR's intangibles,  also in the fourth quarter
of 2001.

Depreciation and amortization.  Depreciation and amortization  increased $98,491
or  19%,  to  $620,145  in  the  2002  six-month  period  from  $521,654  in the
corresponding  2001  period.  This  increase  was  related to  certain  deferred
consulting  fees whose  future  benefit was  considered  to have expired and for
which  we  accelerated  the  amortization.   Impairment  Loss.  We  recorded  an
impairment loss of $4,946,590 in the 2002 six-month period representing the full
amount  of  the  SpaceLogix  Inc.  goodwill,  or  $3,589,590,  and a  $1,357,000
write-off  against  the  value of other  intangibles.  We  tested  the  goodwill
acquired in the December 28, 2001 SpaceLogix acquisition for impairment upon the
adoption  of SFAS 142 as of January  1,  2002,  and  concluded  that,  under the
transitional  goodwill impairment test, no impairment had occurred at that date.
However,  as a result of a significant adverse change in the business climate in
the  telecom  industry  in the second  quarter  of 2002 upon which  SpaceLogix's
business plan was dependent, management concluded that circumstances had changed
to the  point  that it was more  likely  than  not  that  the fair  value of the
SpaceLogix  reporting  unit had been  reduced  below its  carrying  amount,  and
therefore tested its goodwill for impairment again as of June 30, 2002.

We  concluded  that our ability to recover our  investment  within a  reasonable
period of time was extremely  doubtful as a result of: (i) the severe falloff in
the telecom sector  characterized by many business failures,  and exemplified by
our report in our 8K dated  March 6, 2002 of a solutions  provider  relationship
with a major telecommunications company that recently filed for Chapter 11; (ii)
SpaceLogix's  failure  to  generate  revenues  of any  significance  during


                                       20
<PAGE>


the previous  six-months;  and (iii) the absence of firm  commitments for future
revenues.  We  therefore  wrote-off  our  investment  and  recorded a $3,589,590
impairment loss at June 30, 2002.

Our  analysis  of other  intangibles  was based on  projected  cash flows of our
operating unit and a determination  based upon current  assumptions with regards
to  attaining   sufficient   financing  and  our   assessment  of  the  business
environment.  Based on this  analysis,  utilizing a zero salvage value and a 10%
discount rate, we recorded a $1,357,000 loss.

Interest  and other  expense,  net. We  reported  interest  and other  income of
($114,276) in the 2002 six-month  period  compared to interest and other expense
of $106,551 in the corresponding 2001 period. The 2002 six-month period reflects
$94,044 of other  income  related to an  insurance  reimbursement  for  business
interruption  relative to the events of September 11, 2001.  The 2001  six-month
period  included   $95,625  of  amortized  debt  issuance  expense  incurred  in
connection with a line of credit which expired in 2001.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital Deficiency:

We have experienced recurring net losses since our inception,  and had a working
capital  deficiency of  $3,951,234  at June 30, 2002.  The increase of $112,520,
from our working  capital  deficiency  of  $3,838,714  at December 31, 2001,  is
principally a result of losses in the 2002 six-month period.

For some time our principal  source of liquidity  has been from external  equity
and other  financings  rather than our operations.  Our operating  ability,  and
therefore  our  ability  to  generate  cash to cover our  operating  burden,  is
inextricably tied to having a certain base level of funding  availability either
in debt or equity, or a combination of both.

Trautman  Wasserman,  our placement  agent,  has placed or arranged in excess of
$1,600,000 in debt and equity financing for us through July 31, 2002.

On May 30, 2002 JPMorgan  Chase Bank ("JPMC")  agreed to modify the terms of the
note due this bank of which  $1,064,172  was  outstanding  at June 30, 2002, and
extend  the term  thereof  to our PWR  subsidiary.  We  agreed  to make  monthly
installments  to JPMC  through  September  15th 2003  until  the loan  amount is
completely satisfied.

On June 12, 2002,  PWR entered  into a wholesale  financing  agreement  with IBM
Credit  Corporation for a $150,000 line of credit.  The agreement provides for a
revolving thirty-day interest free financing inventory floor plan arrangement.

We have negotiated  with Keltic  Financial  Partners,  LP ("Keltic") for up to a
$2,500,000 line of credit facility.  Availability  under the line is expected to
be determined as a percentage of borrowings against eligible, as defined,  trade
receivables.  Those  receivables  are  currently  pledged  to  JPMC,  which  has
preliminarily  agreed to subordinate  those receivables upon the satisfaction of
certain  conditions.  Based on current receivable  balances at July 31, 2002 the
Company  would  initially  receive  approximately  $400,000  from Keltic,  after
consideration of associated fees. This is amount will be utilized solely for the
outstanding  debts and working  capital of PWR. While we believe we will succeed
in completing negotiation of the $2,500,000 line of credit facility with Keltic,
no assurance can be given that we will be successful  in this  endeavor,  and if
unsuccessful it will impair our ability to continue our operations.

We believe  that over the next  twelve  months we will need to raise at least an
additional  $2,000,000 to $3,000,000 to meet our currently anticipated liquidity
and capital  expenditure  requirements.  We intend to seek additional  financing
through a variety of methods.  Additionally  the longer it takes for us to raise
the money  necessary to provide our operation with a sufficient  base of working
capital  to  generate a return  the  greater  our needs  become.  Therefore,  we
estimate that each  additional  quarter in which funding is absent can result in
an additional $200,000 or more in funding requirements. We believe we have taken
significant  strides  over the past year to reduce our  operating  burden in the
face of constrained capital markets and difficult economic times but nonetheless
need additional


                                       21
<PAGE>


minimum operating capital to allow our operations to become the principal source
of liquidity.  We believe the completion of the  aforementioned  Keltic facility
combined with additional funding initiatives, will enable us to reach our goals.
We also  believe  that our  relationship  with  our  placement  agent,  Trautman
Wasserman,  will be beneficial,  considering  that with their assistance we have
completed  in the first six months of 2002 more  equity  funding  than in all of
2001.

Our  ability  to  continue  to  raise  capital  in 2002 may be  impacted  by our
delisting from Nasdaq. On February 19, 2002, we received correspondence from The
Nasdaq  Stock Market Inc.  stating that our common stock would be delisted  from
trading  because the bid price of our common stock did not equal or exceed $1.00
for a minimum of thirty  consecutive  trading days prior to February 19, 2002 as
required by Nasdaq Marketplace Rule 4310(c)(4). As of August 12, 2002 we had not
regained compliance with the $1.00 bid price requirement.

On October 10, 2001, we received a letter from Nasdaq informing us that it would
permit our continued  listing,  but it would  continue to monitor our compliance
with  the  net  tangible  asset  requirement  of  at  least  $2,000,000  or  the
stockholders'  equity  requirement  of at  least  $2,500,000  and all  continued
listing requirements,  and it would not allow for continued listing in the event
that we failed to comply with any of the  applicable  requirements.  At June 30,
2002 we had not met either the stockholders'  equity requirement or net tangible
asset test.

In the event that our common stock is delisted  from Nasdaq,  we expect that our
common  stock  will  continue  to trade on the  NASD's  OTC  Bulletin  Board.  A
delisting of our common stock from the Nasdaq Stock Market could have an adverse
effect on the market  price of our common  stock and the ability and capacity of
persons to acquire or sell  shares of our common  stock.  The loss of our Nasdaq
listing may make it more difficult for us to meet our capital  requirements.  We
intend to utilize our  available  funds in 2002 to finance  the working  capital
requirements  of  our  PWR  and  SpaceLogix   subsidiaries  in  our  information
technology  product  and  service  solutions  business.  Our cash  requirements,
however,  may  change  depending  upon  numerous  factors,  including,   without
limitation,  the  cost of  integrating  our  businesses,  as  well as  increased
personnel  costs,  inventory and accounts  receivable  arising from the sale and
shipment of new or  additional  products,  and other  expansion of our business.
There can be no assurance  that we will be  successful in attaining our sales or
strategic  goals,  or that  attaining such goals will have the desired effect on
our cash resources.

There can be no assurances  that will be  successful  in  concluding  any of our
funding  initiatives  on  terms  acceptable  to us,  or at  all.  The  financial
statements  do not  include  any  adjustments  that that might  result  from the
outcome of this uncertainty.

Our cash and cash equivalents  decreased by $82,093 to $207,510 at June 30, 2002
from $289,603 at December 31, 2001.

Operating activities

During  the  2002  six-month  period,  net  cash  used in  operating  activities
increased to $1,071,781  from  $534,807 in the  corresponding  2001 period.  The
increase was principally a result of the loss during the 2002 six-month period.

Investing activities

Cash provided by investing  activities in the 2002 six-month period was $139,574
compared to cash used of $442,921 in the corresponding  2001 period. We sold our
Serif  Europe  operations  on March 31,  2001.  The  corresponding  2001  period
reflects $387,767 of net cash disposed with this business sale

Financing activities

Cash  provided  by  financing  activities  increased  to  $850,114  in the  2002
six-month  period from $237,270 in the  corresponding  2001 period.  In the 2002
six-month  period,  we  received  $664,280  from the sale of our  common  stock,
$350,000  from a series of bridge  loans,  and  $74,517  from our new  inventory
financing  facility,  compared to  $269,315 of proceeds  from the sale of common
stock in the corresponding 2001 period.

NOTE PAYABLE TO FORMER LAW FIRM

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


                                       22
<PAGE>


payable.  On May 1, 2002 we  received a formal  notice of  default  from the law
firm. We are currently in the process of pursuing a settlement  with this former
law firm.

FOREIGN CURRENCY RISK

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

SEASONALITY

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

INFLATION

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

RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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


                                       23
<PAGE>


In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections."
Among other  provisions,  SFAS 145 rescinds  SFAS 4 "Reporting  Gains and Losses
from Extinguishment of Debt."  Accordingly,  gains or losses from extinguishment
of debt shall not be reported as extraordinary  items unless the  extinguishment
qualifies as an extraordinary  item under the criteria of Accounting  Principles
Board ("APB")  Opinion No. 30,  "Reporting the Results of  Operations--Reporting
the Effects of Disposal of a Segment of a Business,  and Extraordinary,  Unusual
and  Infrequently  Occurring  Events  and  Transactions."  Gains or losses  from
extinguishment  of debt  that do not  meet  the  criteria  of APB 30  should  be
reclassified  to  income  from  continuing   operations  in  all  prior  periods
presented. The provisions of SFAS 145 will be effective in 2003 for us.


                                       24
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

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

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

         Robert Blum vs. Renaissance  Multimedia,  Inc.: This matter was brought
         in March of 2001 in the Supreme Court of New York, New York against our
         subsidiary  Renaissance  Multimedia  Inc.  and its former  president in
         which the plaintiff alleges  discriminatory  hiring practices and seeks
         an undisclosed sum of compensatory damages,  attorney fees and punitive
         damages.  Discovery has been completed and a mediation is scheduled for
         early  September  2002.  We believe  this  action is without  merit and
         intend to vigorously defend this action.

         Waiting Room  Solutions  vs. Vizy  Interactive,  Inc.:  This matter was
         brought in May 2001 in the  Supreme  Court of Ulster  County,  New York
         against our subsidiary Vizy  Interactive Inc. in which the plaintiff is
         seeking  $250,000  alleging  breach of contract in connection  with the
         design of a software  solution system.  We have asserted a counterclaim
         for the sum of $158,150 due and  outstanding  under the  contract.  The
         plaintiff had paid us $143,000  under the contract.  Partial  discovery
         has been completed.  We believe this action is without merit and intend
         to vigorously defend this action.

         Information Leasing Corporation vs. Renaissance Multimedia,  Inc.: This
         matter  brought in the March 2002 in the Supreme Court of New York, New
         York against our subsidiary  Renaissance Multimedia Inc. and its former
         president in which the  plaintiff  seeks  $75,000 plus  attorneys  fees
         alleging  breach  of an  installment  payment  agreement  and  security
         agreement for certain  software and related  services.  This matter has
         been disputed prior to the acquisition of  Renaissance,  and we have an
         obligation to indemnify the former  president of this subsidiary  since
         he  personally  guaranteed  the  installment  payment  agreement.   The
         installment  payment  arrangement relates to a certain software product
         intended for developing complex e-commerce  solutions and an associated
         support arrangement.  Renaissance was unable to utilize the product and
         was not provided with the appropriate level of aftermarket  support. We
         have has filed an answer in this  matter.  We  believe  this  action is
         without merit and intend to vigorously defend this action.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

         On April 1, 2002 we received a $150,000  bridge loan from Brian Dow, an
         individual accredited investor, which was due July 31, 2002, subject to
         prepayment  upon  completion  of  certain  financing.  The  loan  bears
         interest at 12.5% per annum and we will issue a  three-year  warrant to
         purchase 50,000 shares of our common stock at an exercise price of $.90
         per share. On July 31, 2002, in consideration of a sixty-day


                                       25
<PAGE>


         extension,  we issued a three-year warrant to purchase 20,000 shares of
         our common stock at an exercise price of $.90 per share the note holder
         agreed  to  extend  the due date of the  note to  September  30,  2002.
         Trautman  Wasserman,   as  placement  agent,  will  receive  a  $15,000
         placement  fee.  The  issuance of the  warrants  and note were  private
         transactions  exempt from registration  pursuant to Section 4(2) of the
         Securities Act.

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

         On May 9, 2002 we received a $100,000  bridge loan from Adam  Rosmarin,
         an  individual  accredited  investor,  which is due  August  31,  2002,
         subject  to   prepayment   under  certain   conditions.   The  loan  is
         non-interest bearing and we will issue a three-year warrant to purchase
         37,500  shares of our  common  stock at an  exercise  price of $.90 per
         share.  Trautman Wasserman,  as placement agent, will receive a $10,000
         placement fee. On June 28, 2002 Trautman  Wasserman 8701  Opportunities
         Fund LP assumed this bridge loan  obligation  in exchange for shares of
         our common  stock.  We  received  a release  from the  noteholder.  The
         issuance of the warrant and note were private  transactions exempt from
         registration pursuant to Section 4(2) of the Securities Act.

         On May 14, 2002 we received a $25,000 bridge loan from Milton  Warshaw,
         an individual  accredited investor which was due July 31, 2002, subject
         to  prepayment  upon  completion  of  certain  financing.  The  loan is
         non-interest  bearing and we will issue a five-year warrant to purchase
         9,375  shares  of our  common  stock at an  exercise  price of $.75 per
         share.  Trautman  Wasserman,  as placement agent, will receive a $2,500
         placement fee. On June 28, 2002 Trautman  Wasserman 8701  Opportunities
         Fund LP assumed this bridge loan  obligation  in exchange for shares of
         our common  stock.  We  received  a release  from the  noteholder.  The
         issuance of the warrant and note were private  transactions exempt from
         registration pursuant to Section 4(2) of the Securities Act.

         On May 14, 2002 we received a $25,000  bridge loan from William  Kearns
         Foundation an accredited  investor which was due July 31, 2002, subject
         to  prepayment  upon  completion  of  certain  financing.  The  loan is
         non-interest  bearing and we will issue a five-year warrant to purchase
         9,375  shares  of our  common  stock at an  exercise  price of $.75 per
         share.  Trautman  Wasserman,  as placement agent, will receive a $2,500
         placement fee. On June 28, 2002 Trautman  Wasserman 8701  Opportunities
         Fund LP assumed this bridge loan  obligation  in exchange for shares of
         our common  stock.  We  received  a release  from the  noteholder.  The
         issuance of the warrant and note were private  transactions exempt from
         registration pursuant to Section 4(2) of the Securities Act.

         On May 23, 2002 we received a $50,000  bridge loan from Roland  Livney,
         an individual accredited investor which is due August 31, 2002, subject
         to  prepayment  upon  completion  of  certain  financing.  The  loan is
         non-interest  bearing and we will issue a five-year warrant to purchase
         18,750  shares of our  common  stock at an  exercise  price of $.75 per
         share.  Trautman  Wasserman,  as placement agent, will receive a $5,000
         placement fee. On June 28, 2002 Trautman  Wasserman 8701  Opportunities
         Fund LP assumed this bridge loan  obligation  in exchange for shares of
         our common  stock.  We  received  a release  from the  noteholder.  The
         issuance of the warrant and note were private  transactions exempt from
         registration pursuant to Section 4(2) of the Securities Act.

         On May  23,  2002,  pursuant  to a  Reimbursement  Agreement,  Trautman
         Wasserman 8701  Opportunities  Fund LP received a five-year  warrant to
         purchase  50,000  shares of our common stock at $1.00.  The issuance of
         the warrant was a private transaction exempt from registration pursuant
         to Section 4(2) of the Securities Act.

         During  the  period of April 1 through  June 28,  2002 we sold  536,221
         shares of our  common  stock at a price of $.65 per  share,  to various
         accredited investors, for which we received aggregate gross proceeds of


                                       26
<PAGE>


         $348,544.  Trautman  Wasserman,  as  placement  agent,  will  receive a
         five-year  warrant to  purchase  53,622  shares of our common  stock at
         $1.00 per share commencing November 1, 2002, as well as a placement fee
         of  $34,854.  The  issuance  of the shares and  warrants  were  private
         transactions  exempt from registration  pursuant to Section 4(2) of the
         Securities Act.

         On June 24, 2002,  we sold 69,230 shares of our common stock at a price
         of $.65 per share, to two accredited  investors,  for which we received
         aggregate gross proceeds of $45,000.  Trautman Wasserman,  as placement
         agent, will receive a five-year warrant to purchase 6,923 shares of our
         common stock at $1.00 per share commencing November 1, 2002, as well as
         a placement fee of $4,500. The issuance of the shares and warrants were
         private transactions exempt from registration  pursuant to Section 4(2)
         of the Securities Act.

         On June 28, 2002 we accepted a  subscription  from  Trautman  Wasserman
         8701  Opportunities  Fund, an accredited  investor,  and issued 285,714
         shares  of  our  common  stock  at a  price  of  $.70  per  share.  The
         consideration  for the  subscription  was the assumption of $200,000 of
         our  outstanding  bridge notes for which we received  releases from the
         noteholders.  The  issuance  of the shares and  warrants  were  private
         transactions  exempt from registration  pursuant to Section 4(2) of the
         Securities Act.

         Rights Agreement Amendment: In March 1998, we authorized 100,000 shares
         of Junior Participating  Preferred Stock, Series A, par value $.001 per
         share. The Junior Preferred Stock has preferential voting, dividend and
         liquidation  rights  over the  Common  Stock.  On March  31,  1998,  we
         declared  a  dividend  distribution,  payable  April 30,  1998,  of one
         Preferred Share Purchase Right ("Right") on each share of Common Stock.
         Each Right, when exercisable, entitles the registered holder thereof to
         purchase  from us one  one-thousandth  of a share of  Junior  Preferred
         Stock at a price of $1.00 per one one-thousandth of a share (subject to
         adjustment).  The one  one-thousandth  of a share is intended to be the
         functional equivalent of one share of the Common Stock. The Rights will
         not be exercisable or transferable apart from the Common Stock until an
         Acquiring Person, as defined in the Rights Agreement, dated as of March
         31,  1998,  between  the Company and  American  Stock  Transfer & Trust
         Company, without the prior consent of our Board of Directors,  acquires
         20% or more of the voting  power of the  Common  Stock or  announces  a
         tender  offer that would  result in 20%  ownership.  We are entitled to
         redeem the Rights,  at $.001 per Right,  any time before a 20% position
         has been acquired or in connection with certain transactions thereafter
         announced.  Under certain  circumstances,  including the acquisition of
         20% of the Common Stock, each Right not owned by a potential  Acquiring
         Person will entitle its holder to purchase, at the Right's then-current
         exercise price,  shares of Junior Preferred Stock having a market value
         of  twice  the  Right's  exercise  price.  Holders  of a Right  will be
         entitled to buy stock of an Acquiring  Person at a similar discount if,
         after  the  acquisition  of 20% or more  of our  voting  power,  we are
         involved in a merger or other  business  combination  transaction  with
         another person in which its common shares are changed or converted,  or
         we sell 50% or more of our assets or earning  power to another  person.
         The Rights expire on April 20, 2008.

         On June 27, 2002 we entered into an  Amendment to the Rights  Agreement
         between the Company and American Stock Transfer & Trust Company whereby
         the price to redeem a right was changed  from $.001 per right to $.0001
         per right.  Additionally we agreed to exclude Trautman  Wasserman,  its
         principals, affiliates, and associates, as parties whose acquisition of
         our  securities  would  trigger the issuance of rights under the Rights
         Agreement.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

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

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

                  None


                                       27
<PAGE>


ITEM 5.  OTHER INFORMATION.

                  None

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

         (a)      Exhibits.

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

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

         3.1      Amendment to By-Laws of Vizacom Inc.  dated December 27, 2001.
                  (Incorporated  by  reference  to Exhibit 3.1 to the  Company's
                  Quarterly Report on Form 10-QSB for the period ended March 31,
                  2002 (Commission File No. 1-14076),  filed with the Commission
                  on May 14, 2002.)

         3.2      Amendment to By-Laws of Vizacom Inc. dated June 26, 2002.

         3.3      Amendment to Rights Agreement dated June 27, 2002.

         10.1     Reimbursement   Agreement  dated  May  23,  2002  between  PWR
                  Systems,  Inc, and Trautman  Wasserman 8701 Opportunities Fund
                  LP.

         10.2(i)  Letter regarding modification of JPMorgan Promissory Note.

         10.2(ii) Modification of JPMorgan Promissory Note dated May 30, 2002.

         10.3     Agreement for Wholesale  Financing dated June 12, 2002 between
                  IBM Credit Corporation and PWR Systems, Inc.

         10.4     Lease  amendment  letter dated June 27, 2002 between  Spacely,
                  LLC and PWR Systems.

         99.1     Certification  Pursuant to Section  906 of the  Sarbanes-Oxley
                  Act of 2002.

         (b)      Reports on Form 8-K

                We  filed  on Form  8-K on June  28,  2002  under  Item 5 "Other
                Events"  regarding the disclosure of a press release  announcing
                the date of our 2002 Annual Meeting of Stockholders.

                We  filed  on Form  8-K on July  25,  2002  under  Item 5 "Other
                Events"  regarding the disclosure of a press release  announcing
                the  appointment of Douglas  Greenwood to the Board of Directors
                and the rescheduling of our 2002 Annual Meeting of Stockholders.


                                       28
<PAGE>


                                   SIGNATURES

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

                                                    VIZACOM, INC.


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


Dated:  August 14, 2002        By:             /s/ Alan W. Schoenbart
                                    --------------------------------------------
                                                 Alan W. Schoenbart
                                         Vice President - Finance, Treasurer
                                             and Chief Financial Officer
                                            (Principal Financial Officer)


                                       29
<PAGE>


                                  VIZACOM INC.
                                INDEX TO EXHIBITS

         Number   Description

         3.1      Amendment to By-Laws of Vizacom Inc.  dated December 27, 2001.
                  (Incorporated  by  reference  to Exhibit 3.1 to the  Company's
                  Quarterly Report on Form 10-QSB for the period ended March 31,
                  2002 (Commission File No. 1-14076),  filed with the Commission
                  on May 14, 2002.)

         3.1      Amendment to By-Laws of Vizacom Inc. dated June 26, 2002.

         3.2      Amendment to Rights Agreement dated June 27, 2002.

         10.1     Reimbursement   Agreement  dated  May  23,  2002  between  PWR
                  Systems,  Inc, and Trautman  Wasserman 8701 Opportunities Fund
                  LP.

         10.2(i)  Letter regarding modification of JPMorgan Promissory Note.

         10.2(ii) Modification of JPMorgan Promissory Note dated May 30, 2002.

         10.3     Agreement for Wholesale  Financing dated June 12, 2002 between
                  IBM Credit Corporation and PWR Systems, Inc.

         10.4     Lease  amendment  letter dated June 27, 2002 between  Spacely,
                  LLC and PWR Systems.

         99.1     Certification  Pursuant to Section  906 of the  Sarbanes-Oxley
                  Act of 2002.


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