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

                                   FORM 10-QSB

(Mark One)

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended March 31, 2001

|_|  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from _______to________

Commission file number: 1-14076

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

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

                         3512 Veterans Memorial Highway
                             Bohemia, New York 11716

                    (Address of principal executive offices)

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

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 18,725,774 shares of Common Stock, as
of May 14, 2001.

Transitional Small Business Disclosure Format (check one): Yes |_| No |X|


<PAGE>


                                  VIZACOM INC.

                                TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item                                                                       Pages
----                                                                       -----

Item 1. Financial Statements:

Condensed Consolidated Balance Sheets as of March 31, 2001
     (Unaudited) and December 31, 2000                                         3

Condensed Consolidated Statements of Operations for the Three
     Months Ended March 31, 2001 and 2000 (Unaudited)                          4

Condensed Consolidated Statement of Changes in Stockholders'
     Equity for the Three Months Ended March 31, 2001 (Unaudited)              5

Condensed Consolidated Statements of Cash Flows for the Three
     Months Ended March 31, 2001 and 2000 (Unaudited)                          6

Notes to Condensed Consolidated Financial Statements                        7-14

Item 2. Management's Discussion and Analysis of Financial
     Condition and Results of Operations                                   15-21

PART II - OTHER INFORMATION                                                22-25


                                       2
<PAGE>

                                  VIZACOM INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                March 31,      December 31,
                                                                                   2001            2000
                                                                               ------------    ------------
<S>                                                                            <C>             <C>
ASSETS                                                                          (Unaudited)               ~
Current assets:
   Cash and cash equivalents                                                   $    488,615    $    843,836
   Marketable securities                                                              2,589             797
   Receivables
      Trade, less allowances of  $457,217 and $608,975                            2,812,753       3,341,960
      Other                                                                          87,035         155,025
      Notes                                                                         398,380          60,336
    Inventories                                                                     395,598         864,031
    Restricted cash                                                                 150,000              --
    Prepaid expenses and other current assets                                       301,325         329,152
                                                                               ------------    ------------
           Total current assets                                                   4,636,295       5,595,137
Property and equipment, net                                                         284,578         818,132
Goodwill, net of accumulated amortization of $864,219 and $780,012                1,585,833       1,670,040
Business processes and methodologies, workforce, and customer lists, net of
 accumulated amortization of $1,017,132 and $779,746                              3,520,868       3,758,254
Restricted cash                                                                          --         239,838
Deferred consulting costs                                                         1,333,188       1,371,823
Note receivable, long term                                                          589,120              --
Other assets                                                                         41,620         628,973
                                                                               ------------    ------------
           Total assets                                                        $ 11,991,502    $ 14,082,197
                                                                               ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Bank notes payable                                                          $  1,214,172    $  1,214,172
   Inventory financing payable                                                      776,020              --
   Related party notes payable                                                      297,253         563,867
   Current portion of long-term debt and capital lease obligations                  311,670         465,105
   Accounts payable                                                               2,847,280       5,027,736
   Accrued liabilities                                                            1,882,312       2,622,875
   Sales and value-added taxes payable                                               39,544         386,089
                                                                               ------------    ------------
           Total current liabilities                                              7,368,251      10,279,844
Long-term debt and capital lease obligations, less current maturities                 6,877          48,717
                                                                               ------------    ------------
           Total liabilities                                                      7,375,128      10,328,561
                                                                               ------------    ------------

Commitments and contingencies

Stockholders' equity:
   Common stock, par value $.001 per share,
       60,000,000 shares authorized, 18,728,869 and 16,190,869 shares issued         18,729          16,191
   Additional paid-in capital                                                    71,686,499      70,837,263
   Accumulated deficit                                                          (66,761,344)    (66,954,898)
   Accumulated other comprehensive income                                          (317,115)       (134,525)
   Treasury stock, 3,095 shares, at cost                                            (10,395)        (10,395)
                                                                               ------------    ------------
              Total stockholders' equity                                          4,616,374       3,753,636
                                                                               ------------    ------------
              Total liabilities and stockholders' equity                       $ 11,991,502    $ 14,082,197
                                                                               ============    ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>

                                  VIZACOM INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  Three Months Ended March 31,
                                                                  ----------------------------
                                                                       2001            2000
                                                                  ------------    ------------
<S>                                                               <C>             <C>
Net sales                                                         $  3,943,420    $    382,250
Cost of sales                                                        3,402,863         105,220
                                                                  ------------    ------------
Gross profit                                                           540,557         277,030


Selling, general and administrative expenses                         1,573,988       1,232,122
Restructuring expenses                                                 187,584              --
Amortization of goodwill, business processes and methodologies,
  workforce, and customer lists                                        321,592          81,289
Realized gain on marketable securities                                      --      (1,095,348)
Interest and other expense, net of other income                         51,299          59,417
                                                                  ------------    ------------
                                                                     2,134,463         277,480

       Income (loss) from continuing operations                     (1,593,906)           (450)

Discontinued operations:
       Income (loss) from operations of discontinued businesses        314,123      (1,391,070)
       Gain on sale of discontinued operations                       1,473,337              --
                                                                  ------------    ------------
       Income (loss) from discontinued operations                    1,787,460      (1,391,070)

       Net income (loss)                                          $    193,554    $ (1,391,520)
                                                                  ============    ============

Net income (loss) per common share:
        Continuing operations                                     $      (0.09)   $      (0.00)
        Discontinued operations                                   $       0.10    $      (0.18)
                                                                  ------------    ------------
        Net income (loss) per common share - basic and diluted    $       0.01    $      (0.18)
                                                                  ============    ============
        Weighted average number of common shares
          outstanding - basic and diluted                           18,145,002       7,918,316
                                                                  ============    ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                         Additional
                                                                                                           Paid-In      Accumulated
                                                                              Shares         Amount        Capital        Deficit
                                                                          ------------   ------------   ------------   ------------
<S>                                                                         <C>          <C>            <C>            <C>
Balance at December 31, 2000                                                16,190,869   $     16,191   $ 70,837,263   $(66,954,898)

Net income                                                                          --             --             --        193,554
Unrealized holding gain                                                             --             --             --             --
Currency translation adjustment                                                     --             --             --             --
                                                                                                                       ------------
Total comprehensive income                                                                                                  193,554
                                                                                                                       ------------
Sale of common stock in private placements, net                              1,490,000          1,490        268,738             --
Common stock issued to satisfy outstanding liabilties                          178,000            178        132,540             --
Common stock issued in connection with settlement agreement                    300,000            300        167,630             --
Common stock and warrants issued in connection with consulting services        570,000            570        280,328             --

                                                                          ------------   ------------   ------------   ------------
Balance at March 31, 2001                                                   18,728,869   $     18,729   $ 71,686,499   $(66,761,344)
                                                                          ============   ============   ============   ============

<CAPTION>
                                                                           Accumulated
                                                                              Other                           Total
                                                                          Comprehensive     Treasury      Stockholders'
                                                                          Income (Loss)      Stock           Equity
                                                                          ------------    ------------    ------------
<S>                                                                       <C>             <C>             <C>
Balance at December 31, 2000                                              $   (134,525)   $    (10,395)   $  3,753,636

Net  income                                                                         --              --              --
Unrealized holding gain                                                          1,792              --              --
Currency translation adjustment                                               (184,382)             --              --
                                                                          ------------
Total comprehensive income                                                    (182,590)             --          10,964
                                                                          ------------
Sale of common stock in private placements, net                                     --              --         270,228
Common stock issued to satisfy outstanding liabilties                               --              --         132,718
Common stock issued in connection with settlement agreement                         --              --         167,930
Common stock and warrants issued in connection with consulting services             --              --         280,898

                                                                          ------------    ------------    ------------
Balance at March 31, 2001                                                 $   (317,115)   $    (10,395)   $  4,616,374
                                                                          ============    ============    ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>

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

<TABLE>
<CAPTION>
                                                                               Three Months Ended March 31,
                                                                               -----------------------------
                                                                                   2001             2000
                                                                               ------------     ------------
<S>                                                                            <C>              <C>
Operating activities:
Loss from continuing operations                                                $ (1,593,906)    $       (450)
Adjustments to reconcile loss from continuing operations
    to net cash (used in) provided by operating activities:
   Realized gain on marketable securities                                                --       (1,095,348)
   Realized loss on sale of property and equipment                                      891               --
   Depreciation and amortization                                                    619,038          253,369
   Warrants, common stock, and stock options issued for consulting services         233,650          321,504
    Provision for bad debts                                                          86,417               --
   Changes in assets and liabilities, net of effects of acquisitions
     and dispositions:
      Receivables                                                                   249,950         (265,613)
      Inventories                                                                  (177,537)              --
      Prepaid expenses and other current assets                                      41,238          (32,226)
      Accounts payable                                                             (327,853)          (7,543)
      Accrued liabilities                                                           256,001        1,189,173
      Sales and value-added taxes payable                                             3,286               --
                                                                               ------------     ------------
             Net cash provided by (used in) continuing operations                  (608,825)         362,866
             Net cash provided by (used in) discontinued operations                  24,589       (2,833,570)
                                                                               ------------     ------------
             Net cash used in operating activities                                 (584,236)      (2,470,704)
                                                                               ------------     ------------
Investing activities:
Purchase of property and equipment                                                     (875)         (12,312)
Net proceeds from sale of property and equipment                                      1,350               --
Decrease (increase) in restricted cash                                               89,838       (1,378,254)
Disposition of business, net of cash disposed                                      (387,767)              --
Acquisitions of businesses, net of cash acquired                                         --       (1,694,990)
                                                                               ------------     ------------
             Net cash used in continuing operations                                (297,454)      (3,085,556)
             Net cash used in discontinued operations                              (209,646)        (178,170)
                                                                               ------------     ------------
             Net cash used in investing activities                                 (507,100)      (3,263,726)
                                                                               ------------     ------------
Financing activities:
Proceeds from sale of common stock - net                                            270,228        6,648,205
Proceeds from inventory financing facility                                          776,020               --
Capital stock subscriptions received                                                     --        1,378,254
Proceeds from exercise of warrants and options                                           --          644,675
Payment of related party notes payable                                             (266,614)              --
Payment of long-term debt and capital lease obligations                             (72,957)         (51,176)
                                                                               ------------     ------------
             Net cash provided by continuing operations                             706,677        8,619,958
             Net cash provided by (used in) discontinued operations                 (43,998)         (57,730)
                                                                               ------------     ------------
             Net cash provided by (used in) financing activities                    662,679        8,562,228
                                                                               ------------     ------------
Effect of exchange rate changes on cash and cash equivalents                         73,436           40,338
                                                                               ------------     ------------
Increase (decrease) in cash and cash equivalents                                   (355,221)       2,868,136
Cash and cash equivalents at beginning of period                                    843,836        1,730,495
                                                                               ------------     ------------
Cash and cash equivalents at end of period                                     $    488,615     $  4,598,631
                                                                               ============     ============
Supplemental disclosure of cash flow information:
  Interest
      Continuing operations                                                    $     52,912     $         --
                                                                               ============     ============
      Discontinued operations                                                  $      5,730     $     27,091
                                                                               ============     ============
  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.   Basis of Presentation

     The accompanying  unaudited condensed  consolidated financial statements of
     Vizacom  Inc.  and its wholly  owned  subsidiaries  have been  prepared  in
     accordance  with  generally  accepted  accounting  principles  for  interim
     financial information and with the instructions to Form 10-QSB and Item 310
     of Regulation S-B. Accordingly,  they do not include all of the information
     and footnotes  required by generally  accepted  accounting  principles  for
     complete  financial   statements.   In  the  opinion  of  management,   all
     adjustments  (consisting of normal recurring accruals) considered necessary
     for a fair  presentation  have been  included.  Operating  results  for the
     three-month  period ended March 31, 2001 are not necessarily  indicative of
     the results that may be expected for the year ending December 31, 2001. For
     further  information,  refer to the consolidated  financial  statements and
     footnotes  thereto  included in the Company's  Annual Report on Form 10-KSB
     for the year ended  December 31, 2000. The condensed  consolidated  balance
     sheet as of December 31, 2000 has been derived from the  Company's  audited
     consolidated balance sheet as of that date.

2.   Liquidity and Business Risks

     The Company has  experienced  recurring  net losses since its inception and
     had a  working  capital  deficiency  of  $2,731,956  at March 31,  2001,  a
     decrease of $1,952,751 from its working capital  deficiency at December 31,
     2000. This decrease is primarily  attributable to the Company's sale of its
     visual communications  operations on March 31, 2001. See Note 3. In January
     2001, the Company sold 1,490,000 shares of common stock for aggregate gross
     proceeds of $372,500. Included in working capital as of March 31, 2001 were
     current obligations to related parties totaling  approximately  $1,057,000.
     See Note 8. Of this amount  approximately  $297,000 was  outstanding to its
     President and Vice  President and Chief  Information  Officer,  who are the
     former selling stockholders of the Company's PWR Systems subsidiary.  Under
     a waiver  agreement  with the Company and an assignment  and  subordination
     agreement  entered into between a lender and these  persons dated April 13,
     2001, the amounts due to these persons will not be paid until January 2002.
     The   promissory   note  held  by  the  Company  from  its  former   visual
     communications  subsidiary  provides  for the  Company to  receive  monthly
     installments aggregating $360,000 in 2001 and $480,000 in 2002. The Company
     believes that over the next twelve months it will need to raise at least an
     additional  $1,000,000  to meet its  currently  anticipated  liquidity  and
     capital  expenditure  requirements.  Management  intends to seek additional
     financing  through  one or more debt,  equity,  or  convertible  securities
     offerings,  through the sale of assets or through a merger or  acquisition.
     There can be no assurance that the Company will be successful in completing
     any such offering or offerings, sale of assets or merger or acquisition, or
     any other offerings or transactions, or that the terms of any such offering
     or offerings, transaction or transactions will be beneficial to the Company
     or  its  stockholders.   The  financial   statements  do  not  include  any
     adjustments that might result from the outcome of this uncertainty.

     Approximately  $2,000,000 of the Company's  outstanding debt obligations at
     March 31, 2001 was owed to two financing institutions on a short-term basis
     with no long-term lending commitment.  The unavailability of either or both
     of these borrowings would have a material adverse effect on our business.


                                       7
<PAGE>

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

3.   Plan of Restructuring; Discontinued Operations

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

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

     On March 31, 2001, the Company sold its wholly owned, United  Kingdom-based
     subsidiary, Serif (Europe) Limited ("Serif Europe") and its subsidiaries to
     an English  company,  GW 313 Limited (the "Buyer")  owned by the management
     team of Serif Europe and Serif Europe's wholly owned subsidiary, Serif Inc.
     As a result of arms-length  negotiations  between the Company and the Serif
     management  team,  the  sale  was  made  pursuant  to the  terms of a Share
     Acquisition Agreement,  dated as of March 31, 2001, between the Company and
     the Buyer.  The operations of Serif Europe,  Serif Inc., and Serif Europe's
     other wholly owned subsidiaries, Serif GmbH and Dialog 24 Limited, together
     with the Company's  Software  Publishing  Corporation  ("SPC")  subsidiary,
     comprised in all material  respects its visual  communications  operations.
     The Company  received  $150,000 in cash upon closing,  the use of which has
     been  restricted.  See Note 9. The Company also received a promissory  note
     from Serif Inc. in the aggregate principal amount of $987,500,  which bears
     interest  at a rate of 10% per  annum,  and which is  payable  $40,000  per
     month, except for each April and November, in which months the payments are
     $30,000 and $50,000, respectively. The Buyer has guaranteed this promissory
     note and has pledged the shares of Serif Europe as collateral therefor. The
     Company or one of its  subsidiaries  remain  responsible for some potential
     liabilities  which have been recorded on the Company's  books, as set forth
     in the bill of sale and assignment and  assumption  agreement,  executed at
     the time of the Share Acquisition Agreement.

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

4.   Loss per Share

     Basic loss per share is computed based upon the weighted  average number of
     common shares outstanding  during each period presented.  Stock options and
     warrants did not have an effect on the computation of diluted  earnings per
     share in the three month  periods  ended March 31, 2001 and 2000 since they
     were anti-dilutive.


                                       8
<PAGE>

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

5.   Debt

     The bank notes payable consist of ninety-day renewable term notes which are
     secured by the assets of PWR and guaranteed by the Company.  The notes bear
     interest at prime plus one-half  percent (9.5% at March 31, 2001). On April
     13, 2001, PWR borrowed an additional  $600,000 from its bank,  with payment
     including  interest,  at prime plus 1 1/2%, due by May 14, 2001.  This note
     was personally guaranteed by the Company's President and Vice President and
     Chief  Information  Officer and guaranteed by the Company.  This additional
     indebtedness  was repaid on May 7, 2001 and the  personal  guarantees  were
     returned.

     The  related   party  notes  consist  of  6.3%  notes  payable  in  monthly
     installments to the two PWR selling stockholders.  In connection with PWR's
     bank borrowing on April 13, 2001, the PWR selling shareholders entered into
     a waiver  agreement  with the  Company  and  subordination  and  assignment
     agreements  with the bank,  pursuant  to which  such  notes may not be paid
     until January 2002.

     On July 21,  2000,  PWR  terminated  its  relationship  with its  inventory
     financing  lender and  repaid the  outstanding  inventory  loan  balance of
     approximately  $925,000 with existing working capital.  On August 25, 2000,
     PWR  entered  into  a  temporary  $500,000  inventory   financing  security
     agreement  with a finance  company.  At March 31, 2001,  there was $776,020
     outstanding  under  this  facility  due to an  overadvance  by the  finance
     company.  All amounts were subsequently  repaid. In May 2001, this facility
     was reduced to $300,000.  The temporary  financing facility provides for 21
     to 30 day financing  without interest as long as payment is made within the
     allowable terms. The line is presently  collateralized  by a second lien on
     all of the assets of PWR and is  guaranteed  by the  Company.  In  December
     2000, one of PWR's major suppliers was granted a third lien on its assets.

     On  January 8, 2000,  the  Company  entered  into an  agreement,  which was
     amended as of March 15, 2000,  for a maximum  $1,000,000  unsecured line of
     credit  note  arrangement  with  a  foreign  company.  Advances  under  the
     arrangement  bear  interest  at 8%.  The  Company  borrowed  $1,000,000  on
     February 17, 2000. This borrowing was paid in full with accrued interest on
     March 20, 2000. In connection with this credit facility, the Company issued
     seven-year  warrants  to  purchase an  aggregate  of 250,000  shares of its
     common  stock  exercisable  at $3 per share.  The  warrants  were valued at
     $382,500  and are being  charged  to  interest  expense  over the  two-year
     benefit period.


                                       9
<PAGE>

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

6.   Stockholders' Equity

     On January 2, 2001, the Company retained an investment banking firm for the
     purpose of providing financial advisory and investment banking advice for a
     one-year  term.  Pursuant to this  agreement,  the Company  agreed to issue
     450,000  shares of its common  stock and  three-year  warrants  to purchase
     600,000  shares of common stock.  On February 28, 2001,  this agreement was
     terminated, and the investment banking firm returned all Company securities
     obtained pursuant to the agreement which were still owned by it.

     On January 15, 2001,  the Company  retained a consultant for the purpose of
     providing investor relations, public relations and corporate communications
     and other services for a one-year  term.  Pursuant to this  agreement,  the
     Company  agreed to issue  300,000  shares of its common  stock,  100,000 of
     which shares are subject to a lockup  agreement that  prohibits  their sale
     prior to July 15, 2001; and three-year  warrants to purchase 200,000 shares
     of common stock;  100,000  immediately  exercisable at an exercise price of
     $.25 per share,  and  100,000  exercisable  commencing  July 15, 2001 at an
     exercise price of $1.00 per share.

     On January 15, 2001,  the Company issued 300,000 shares of its common stock
     in connection  with the  resignation of its chief  executive  pursuant to a
     settlement and release agreement.

     On January 22,  2001,  and  January 24,  2001,  the  Company  entered  into
     agreements  with  certain  outside   consultants  to  satisfy   outstanding
     liabilities to them. Under their respective agreements,  32,000 and 146,000
     shares were issued.  The 146,000  shares are subject to a six-month  lockup
     agreement  prohibiting their sale until July 2001, except that an aggregate
     of 73,000  shares may be sold through July 22, 2001,  provided that no more
     than 10,000 shares per week may be sold.  The 32,000 shares were subject to
     a lock-up agreement  restricting the sale of certain of such shares through
     March 1, 2001.

     On January 26,  2001,  the Company  accepted  subscriptions  for a total of
     1,490,000  shares of common stock from 13  accredited  investors  for gross
     proceeds of  $372,500.  In  connection  with this  private  placement,  the
     Company  issued  three-year  warrants to purchase  23,000  shares of common
     stock at an exercise price of $.25 per share as a finders fee.

     On February 9, 2001,  the Company  terminated a December 27, 2000 agreement
     related to  consulting  services for  financial  advisory and other related
     services. Under the terms of the original agreement;  30,000 shares held in
     escrow were cancelled upon such termination.

7.   Segment Information

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

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


                                       10
<PAGE>

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

7.   Segment Information (continued)

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

     Information  concerning the Company's first quarter  segment  operations is
     set forth below:

<TABLE>
<CAPTION>
                                                    Foreign           Visual
                                                 Operations in    Communications       Vizy
                                                  Liquidation        Products       Interactive     Corporate        Consolidated
                                           -----------------------------------------------------------------------------------------
<S>                                            <C>               <C>             <C>              <C>                <C>
Quarter ended March 31, 2001:

Continuing operations
Net sales                                      $        --       $        --     $  3,943,420     $        --        $  3,943,420
Depreciation and amortization                           --                --          331,510         278,911             610,421
Loss from continuing operations                         --                --         (534,641)     (1,059,265)         (1,593,906)
Total assets                                            --                --        8,862,777       3,015,617          11,878,394

Discontinued operations
Gain on sale of discontinued operations        $        --       $ 1,473,337     $         --     $        --        $  1,473,337
Income from operations of discontinued
  businesses                                            --           314,123               --              --             314,123
Income from discontinued operations                     --         1,787,460               --              --           1,787,460
Total assets                                            --           113,108               --              --             113,108

Quarter ended March 31, 2000:

Continuing operations
Net sales                                      $        --       $        --     $    382,250     $        --        $    382,250
Depreciation and amortization                           --                --           84,279         151,753             236,032
Investment gains                                        --                --               --       1,095,348           1,095,348
Income (loss) from continuing operations                --                --            3,947          (4,397)               (450)
Total assets                                            --                --       16,918,820       5,557,305          22,476,125

Discontinued operations
Loss from operation of
  discontinued businesses                          (89,121)       (1,301,949)              --              --          (1,391,070)
Total assets                                     3,039,417         4,631,176               --              --           7,670,593
</TABLE>

8.   Related Party Transactions

     During  the first  quarter  of 2001,  the  Company  incurred  approximately
     $163,000  of  legal  fees,  primarily  in  connection  with  the  Company's
     divestiture  and  financing  transactions,  to a  law  firm  of  which  the
     Company's Chairman of the Board is a member. Approximately $760,000 owed to
     this law firm is included in accounts payable at March 31, 2001.

     At March 31, 2001,  the Company had $297,253 of related party notes payable
     outstanding  to its  President  and Vice  President  and Chief  Information
     Officer,  the two former selling  shareholders of the Company's PWR Systems
     subsidiary. See Note 5.


                                       11
<PAGE>

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


9.   Commitments and Contingencies

     Litigation

     In the fourth  quarter of 1998,  an action was commenced  against  Software
     Publishing  Corporation ("SPC") in California in which plaintiff is seeking
     $300,000 in damages for SPC's alleged violation of a lease for office space
     located in San Jose, California.  This is the location at which SPC had its
     principal  place of business  and at which the  Company  had its  principal
     executive  offices during the period of January 1997 through  January 1998.
     Neither the Company nor SPC currently has any offices at this location. SPC
     has filed an answer in this  action  denying  the  plaintiffs'  claims.  In
     October 2000, the plaintiff  amended its complaint to name Neil M. Kaufman,
     the Company's chairman of the board, as a defendant.  This action currently
     is in the discovery  stage.  While it is  reasonably  possible that SPC may
     have some  liability to the  plaintiff,  the Company  believes this action,
     including  the claim against Mr.  Kaufman,  is without merit and intends to
     vigorously defend this action.

     In  February  2000,  the  Company  received a demand for  arbitration  with
     respect to certain fees payable in connection  with an  investment  banking
     agreement  which it terminated.  The claim calls for payment of $45,000 and
     reinstatement  of the warrants to purchase  150,000  shares of common stock
     cancelled upon termination of the investment  banking  agreement or payment
     of the value of such  warrants,  and legal and other expenses in connection
     with the  arbitration.  The arbitration is in the discovery  stage,  and an
     arbitration  hearing  has been  scheduled  for  August  2001.  The  Company
     believes that the claims in this  arbitration  action are without merit and
     intends to vigorously defend this action.

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

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


                                       12
<PAGE>

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

9.   Commitments and Contingencies (continued)

     Litigation (cont.)


     In  addition  to the  aforementioned  litigation,  the  Company  has  other
     litigation  matters in progress in the  ordinary  course of  business.  The
     Company has made  provision for the  estimated  charges which it expects to
     incur in resolving  litigation in progress.  In the opinion of  management,
     all pending  litigation  of the Company will be resolved  without a further
     material effect on the Company's financial position,  results of operations
     or cash flows.

     Long Term Consulting Agreement

     In  1998,  the  Company  entered  into  a  five-year  financial  consulting
     agreement  pursuant to which the Company is required to pay .30% of its net
     revenue  (subject  to an  annual  minimum  fee of  $125,000,  and an annual
     maximum fee of $250,000) to the  consultant.  The term of the agreement was
     automatically  extendable by eighteen months if the Company reported annual
     net revenues of $40,000,000,  and an additional  eighteen months should net
     revenues  exceed  $60,000,000.  In December 2000, the Company  amended this
     agreement to provide that $269,861 of accrued  consulting fees were payable
     in 1,233,368  shares of the  Company's  common  stock.  This  agreement was
     further amended to increase the revenue thresholds  required for extensions
     to  $45,000,000  and  $65,000,000,  respectively.  Any revenues of acquired
     companies  not  introduced  directly or indirectly  by the  consultant  are
     excluded from the amended revenue thresholds.

     Employment Agreement

     On January 15, 2001, the Company's chief executive resigned.  Pursuant to a
     settlement  and  release   agreement,   he  received  $10,500  monthly  for
     consulting  services  through April 15, 2001 and received 300,000 shares of
     the Company's common stock.  Additionally,  he will receive five percent of
     the gross  proceeds  received  by the  Company  from the sale of the visual
     communications operations.

     Possible Delisting

     On March 1, 2001, the Company received correspondence from The Nasdaq Stock
     Market Inc.  stating that its common  stock would be delisted  from trading
     because the bid price of its common stock did not equal or exceed $1.00 for
     a minimum  of ten  consecutive  trading  days  prior to March 1,  2001,  as
     required by Nasdaq  Marketplace Rule 4310(c)(4).  The Company appealed this
     determination   and   requested   a   hearing   before  a  Nasdaq   Listing
     Qualifications  Panel.  The  hearing,  at which the Company was required to
     demonstrate  its ability to maintain  long-term  compliance with all Nasdaq
     listing maintenance requirements,  was held on April 6, 2001. The delisting
     of the Company's  common stock has been stayed  pending the decision by the
     Nasdaq Qualifications  Panel, which has not yet been rendered.  The Company
     is currently seeking  stockholder  approval at its Stockholders  meeting on
     May 17, 2001, of a proposal to authorize the Board of Directors to effect a
     reverse stock split of the Company's  common stock.  The Company  expects a
     reverse stock split, if appropriate, may enable it to meet Nasdaq's minimum
     bid  requirement.  In the event that the Company's common stock is delisted
     from Nasdaq,  the Company expects that its common stock will continue to be
     listed on the Boston Stock  Exchange and would also trade on the NASD's OTC
     Bulletin Board.


                                       13
<PAGE>

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

10.  Statements of Cash Flows

     Supplemental  disclosure of non-cash financing and investing activities for
     the quarter ended March 31, 2001 and 2000 is set forth below:

                                                          2001         2000
                                                       ----------   ----------
Continuing operations:
Fixed assets acquired with capital lease obligations   $       --   $   23,154
                                                       ==========   ==========
Fair value of net assets acquired for common stock,
  stock options, and notes payable                     $       --   $9,949,245
                                                       ==========   ==========
Note receivable for business disposition               $  987,500   $       --
                                                       ==========   ==========
Unrealized holding gain on marketable securities       $    1,792   $       --
                                                       ==========   ==========
Payment of liabilities with common stock               $  132,718   $       --
                                                       ==========   ==========
Warrants and common stock issued for deferred
  consulting costs                                     $  215,178   $       --
                                                       ==========   ==========


11.  Subsequent Events

     SPC Dual Consolidated Losses Closing Agreement

     In  connection  with the  purchase  of SPC in  December  1996,  the Company
     applied for a closing  agreement  with the  Internal  Revenue  Service (the
     "IRS") in September 1997 pursuant to which the Company would become jointly
     and  severally  liable  for  SPC's tax  obligations  upon  occurrence  of a
     "triggering  event"  requiring   recapture  of  dual  consolidated   losses
     previously  utilized by SPC. Such closing agreement would avoid SPC's being
     required to recognize a tax of  approximately  $8 million on  approximately
     $24.5 million of SPC's  pre-acquisition  dual consolidated  losses. The IRS
     determined  not to act on the  Company's  application  until SPC  submitted
     certain  filings  pertaining  to  pre-acquisition  consolidated  tax return
     filings made by SPC. The Company  submitted these filings in an application
     for relief from these deficiencies. On August 23, 2000 the Company received
     notification  from the IRS that it had accepted its application for relief.
     On  November  6,  2000,  the  Company  re-applied  to the IRS for a closing
     agreement. On April 26, 2001, the Company executed its portion of a closing
     agreement and expects to receive shortly from the IRS a fully executed copy
     of this closing agreement.  However, no assurance can be given that the IRS
     will countersign the partially  executed closing  agreement.  Should such a
     closing agreement be obtained, in certain circumstances,  a future acquirer
     of the Company may also be required to agree to a similar closing agreement
     in order to avoid the same tax  liability,  to the  extent it is able to do
     so. The report of our auditors  covering the December 31, 2000 consolidated
     financial   statements   contains  a  paragraph   emphasizing   these  dual
     consolidated losses.


                                       14
<PAGE>

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

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

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

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

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


                                       15
<PAGE>

Results of Operations

Three Month Period Ended March 31, 2001 compared to the Three Month Period Ended
March 31, 2000.

General:

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

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

     Our Serif software and  international  operations  have been  classified as
discontinued  operations,  and our  first  quarter  2001 and 2000  statement  of
operations  has  been  reclassified  accordingly.   Our  results  of  continuing
operations  reflect  the results of our  professional  internet  and  technology
solutions  business in the U.S.,  which consists of Vizy  Interactive  New York,
formerly known as Renaissance  Multimedia  ("Vizy NY") and Vizy  Interactive-PWR
Systems,  also known as PWR Systems  ("PWR").  These businesses are collectively
referred to as Vizy  Interactive.  The results of our discontinued  software and
overseas operations are presented  separately below. As a result, our historical
financial statements are of limited use.

Continuing Operations:

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

     The results of operations for these continuing  operations for the quarters
ended March 31, 2001 and 2000 are set forth below:

<TABLE>
<CAPTION>
                                         Quarter ended March 31, 2001                   Quarter ended March 31, 2000
                                   -------------------------------------------    -----------------------------------------
                                      Vizy                                           Vizy
                                   Interactive      Corporate         Total       Interactive     Corporate        Total
                                   -------------------------------------------    -----------------------------------------
<S>                                <C>             <C>             <C>            <C>            <C>            <C>
Net sales                          $ 3,943,420     $        --     $ 3,943,420    $  382,250     $        --    $   382,250
Cost of sales                        3,402,863              --       3,402,863       105,220              --        105,220
                                   -------------------------------------------    -----------------------------------------
Gross profit                           540,557              --         540,557       277,030              --        277,030
Gross profit %                              14%                             14%           72%                            72%

SG&A                                   756,021         817,967       1,573,988       200,362       1,031,760      1,232,122
Restructuring expenses                      --         187,584         187,584            --              --             --
Amortization - goodwill,
  business processes, etc              321,592              --         321,592        81,289              --         81,289
Gain on marketable securities               --              --              --            --      (1,095,348)    (1,095,348)
Interest and other expense, net         (2,415)         53,714          51,299          (223)         59,640         59,417
                                   -------------------------------------------    -----------------------------------------
                                     1,075,198       1,059,265       2,134,463       281,428          (3,948)       277,480
                                   -------------------------------------------    -----------------------------------------
Income (loss) - continuing
  operations                       $  (534,641)    $(1,059,265)    $(1,593,906)   $   (4,398)    $     3,948    $      (450)
                                   ===========================================    =========================================
</TABLE>


                                       16
<PAGE>

     Net Sales. Net sales from continuing operations increased in the 2001 first
quarter by  $3,561,170,  or 932%, to $3,943,420  from $382,250 in the 2000 first
quarter.  $3,548,624,  or 90%, of these net sales are  attributable  to PWR, and
$394,796, or 10%, of these net sales are attributable to Vizy NY. All of our net
sales for the 2000 first quarter  continuing  operations  were derived from Vizy
NY, which was acquired on February 15, 2000,  and therefore  includes  sales for
the  period  from that date  through  March 31,  2000.  There  were no net sales
included in the 2000 first quarter for PWR,  which was acquired  March 27, 2000.
Net sales in the 2001 first quarter declined $1,021,242, or 21%, from 2000 first
quarter  pro  forma  net  sales of  $4,964,662,  assuming  that  our  continuing
operations had been acquired on January 1, 2000. We believe that this decline is
attributable to economic conditions in the early part of the 2001 first quarter.

     Gross Profit.  Gross profit  increased by $263,527,  or 95%, to $540,557 in
the 2001 first quarter,  from $277,030 in the 2000 first quarter.  $491,525,  or
91%, of our 2001 first  quarter  gross profit was generated by PWR, and $49,032,
or 9%, of our 2001 first  quarter  gross  profit was  generated  by Vizy NY. Our
first quarter 2000 gross profit was derived  solely from Vizy NY.  Overall gross
profit  percentages  declined  from 72% in the 2000 first  quarter to 14% in the
2001 first quarter.  The lower gross margin was  attributable to PWR's net sales
consisting primarily of lower margin hardware and  hardware-related  components.
Additionally,  our  margins  at Vizy NY were 12% as a  result  of a  decline  in
revenue  recognized  which  was not  offset by a decline  in  production  costs.
Historically its margins have been  approximately  40%. 2001 first quarter gross
profit declined $656,600, or 54%, from 2000 first quarter pro forma gross profit
of  $1,197,157,  assuming that our  continuing  operations  had been acquired on
January 1, 2000. Gross margin as a percent of sales declined to 14% in the first
quarter 2001 from 24% (pro forma) in the first quarter 2000.

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

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative expenses ("SG&A") increased by $341,866, or 28%, to $1,573,988 in
the 2001 first quarter from $1,232,122 in the 2000 first quarter. An increase in
SG&A of  $555,659  at our  operating  subsidiaries  more than  offset a $213,793
decline in corporate overhead. The increase in SG&A is due to the inclusion of a
full  quarter  of SG&A for our two  operating  subsidiaries  for the 2001  first
quarter  compared to only two months of Vizy NY SG&A for the 2000 first  quarter
and no PWR SG&A in the 2000 first quarter.  Corporate  overhead  declined due to
reductions in corporate  expenses  resulting from our 2001 restructuring as well
as other cost cutting efforts. 2001 first quarter SG&A decreased by $326,674, or
17%,  from 2000 first  quarter pro forma SG&A of  $1,900,662,  assuming that our
continuing operations had been acquired on January 1, 2000.

     Amortization of Goodwill, Business Processes and Methodologies,  Workforce,
and  Customer   Lists.   Amortization  of  Goodwill,   Business   Processes  and
Methodologies,  Workforce,  and Customer Lists, increased $240,303, or 295%, due
to  inclusion  of  a  full  quarter  of  amortization   for  our  two  operating
subsidiaries  compared  to  two  months  of  Vizy  NY  amortization  and  no PWR
amortization in the 2000 first quarter.

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

     Interest and other expense,  net. Interest and other expense, net decreased
by $8,118, or 14%, to $51,299 in the 2001 first quarter from $59,417 in the 2000
first quarter. Interest and other expense decreased $47,891, from pro forma 2000
first  quarter  interest  and  other  expense  of  $99,190,  assuming  that  our
continuing operations had been acquired on January 1, 2000.


                                       17
<PAGE>

Discontinued Operations:

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

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

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

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


                                       18
<PAGE>

     The  results  of  operations  and the  gain on sale of  these  discontinued
operations for the quarters ended March 31, 2001 and 2000 are set forth below:

<TABLE>
<CAPTION>
                                       Quarter ended
                                       March 31, 2001                Quarter ended March 31, 2000
                                       --------------     ----------------------------------------------------
                                                                                 London
                                           Visual             Visual            Internet
                                       Communications     Communications       Operations            Total
                                       --------------     --------------     --------------     --------------
<S>                                    <C>                <C>                <C>                <C>
Net sales                              $    3,608,180     $    3,498,871     $       61,344     $    3,560,215
Cost of sales                                 527,657          1,175,903             34,901          1,210,804
                                       --------------     --------------     --------------     --------------
Gross Profit                                3,080,523          2,322,968             26,443          2,349,411
Gross Profit %                                     85%                66%                43%                66%

SG&A                                        2,516,101          3,440,997             67,362          3,508,359
Product development                           249,421            162,574                 --            162,574
Amortization of goodwill,
 business processes, etc.                          --             18,737             45,329             64,066
Interest and other expense, net                   878              2,609              2,873              5,482
                                       --------------     --------------     --------------     --------------
                                            2,766,400          3,624,917            115,564          3,740,481

Income (loss from operations of
 discontinued businesses                      314,123         (1,301,949)           (89,121)        (1,391,070)

Gain on sale of software operations         1,473,337                 --                 --                 --
                                       --------------     --------------     --------------     --------------
Income (loss) - disc. operations       $    1,787,460     $   (1,301,949)    $      (89,121)    $   (1,391,070)
                                       ==============     ==============     ==============     ==============
</TABLE>

     Results of operations of discontinued businesses improved from a 2000 first
quarter loss of  ($1,391,070)  to income of $314,123 for the 2001 first quarter.
This improvement was primarily due to an increase in the gross profit percentage
to 85% in the 2001 first  quarter from 66% in the 2000 first  quarter due to the
introduction   of  a  new  product  in  the  fourth  quarter  of  2000  and  the
discontinuance  of low margin  digital camera sales in the first half of 2000; a
decline in SG&A of $992,258  primarily  attributable  to lower selling  expenses
resulting from better response rates to direct mail promotions;  and the absence
of  amortization  of goodwill and other  intangibles  in the 2001 first  quarter
since the London  internet  solutions  operations  intangibles  were  considered
impaired and written off in the fourth quarter of 2000.

Liquidity and Capital Resources

     Our cash and cash  equivalents  decreased  by $355,221 to $488,615 at March
31, 2001 from  $843,836 at December  31, 2000.  We used  $584,236 of cash in our
operations,  and $507,100 of cash for  investing  activities  as a result of the
disposition of cash held by our divested visual communication operations,  which
was partially  offset by the receipt of $662,679 in net proceeds from  financing
activities, and $73,436 as a result of foreign exchange rate fluctuations.

     We had a working  capital  deficiency  of  $2,731,956  at March 31, 2001, a
decrease of $1,952,751 from our working capital deficiency at December 31, 2000.
This decrease is primarily attributable to the sale of our visual communications
operations  on  March  31,  2001.  See  Note  3 to  the  accompanying  financial
statements.  In  January  2001,  we sold  1,490,000  shares of common  stock for
aggregate  gross  proceeds of  $372,500.  Included in our working  capital as of
March  31,  2001  were  current   obligations   to  related   parties   totaling
approximately  $1,057,000.  See Note 8 to the accompanying financial statements.
Of this amount approximately  $297,000 was outstanding to our President and Vice
President and Chief Information Officer, who are the former selling stockholders
of our PWR  Systems  subsidiary.  Under  a  waiver  agreement  with  us,  and an
assignment and  subordination  agreement entered into between a lender and these
persons on April 13, 2001,  the amounts due these persons will not be paid until
January  2002.  The   promissory   note  held  by  us  from  our  former  visual
communications   subsidiary   provides  for  the  Company  to  receive   monthly
installments  aggregating $360,000 in 2001 and $480,000 in 2002. We believe that
over the  next  twelve  months  we will  need to  raise  at least an  additional
$1,000,000 to meet our currently  anticipated  liquidity and capital expenditure
requirements.  We intend to seek additional  financing through one or more debt,
equity,  or  convertible  securities  offerings,  through  the sale of assets or
through  a merger or  acquisition.  There  can be no  assurance  that we will be
successful  in  completing  any such  offering or  offerings,  sale of assets or
merger or acquisition, or any other


                                       19
<PAGE>

offerings or transactions,  or that the terms of any such offering or offerings,
transaction  or  transactions,   will  be  beneficial  to  the  Company  or  its
stockholders. We intend to consider all viable strategic alternatives, including
possible business combinations, to maximize stockholder value.

     We intend to utilize  our  available  funds in 2001 to finance  the working
capital  requirements  of our  professional  internet and  technology  solutions
business.  Our cash  requirements,  however,  may change depending upon numerous
factors, including,  without limitation, the cost of integrating our businesses,
as well as increased personnel costs,  inventory and accounts receivable arising
from the sale and shipment of new or additional products, and other expansion of
our  Vizy  Interactive  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.

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

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

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

     In the first quarter of 2000,  we entered into an unsecured  line of credit
agreement for maximum  borrowings of $1,000,000,  at an 8% interest rate, with a
foreign company. Under this agreement,  we borrowed $1,000,000 in February 2000.
This loan was repaid in full with accrued  interest on March 20,  2000.  Our PWR
subsidiary has $1,200,000 of bank short-term  renewable notes payable,  which we
have  guaranteed  and which are secured by PWR's assets.  On April 13, 2001, PWR
borrowed an  additional  $600,000  from its banking  institution,  with  payment
including  interest,  at prime plus 1 1/2 %, due by May 14,  2001.  The loan was
repaid on May 7, 2001. In  connection  therewith,  the PWR selling  stockholders
agreed to waive any payments on their notes until  January  2002.  See Note 5 to
the  accompanying  financial  statements.  PWR  also  has an  interim  inventory
financing  facility  for up to $300,000  in  purchases  (which was reduced  from
$500,000 in May 2001). The line is presently  collateralized by a second lien on
all of the assets of PWR and is guaranteed by the Company. Additionally, a major
supplier of PWR has been granted a third lien on PWR's assets.

     We are dependent on the availability of two short-term loans from financial
institutions  to  finance  our  operations.  Neither  lender  has any  long-term
commitment to lend.  The  unavailability  of either or both of these  borrowings
would have a material adverse effect on our business.

     Our  exposure  to foreign  currency  gains and  losses  has been  partially
mitigated  as we have  incurred  operating  expenses  in the  principal  foreign
currency in which we invoiced foreign customers. As of March 31, 2001, we had no
foreign exchange  contracts  outstanding.  Our foreign exchange gains and losses
are  expected  to  be  substantially   reduced  given  the  divestiture  of  our
international operations.


                                       20
<PAGE>

     In 1999, we entered into a five-year consulting agreement pursuant to which
we are required to pay 0.3% of our net revenue (subject to an annual minimum fee
of $125,000, and an annual maximum fee of $250,000) to the consultant.  The term
of the agreement was automatically  extendable by an additional  eighteen months
if we reported  annual net revenues of $40,000,000,  and an additional  eighteen
months should net revenues exceed $60,000,000. In December 2000, we amended this
agreement to provide that  $269,861 of accrued  consulting  fees were payable in
1,223,368  shares of our common stock.  This  agreement  was further  amended to
increase the revenue  thresholds  required for  extensions  to  $45,000,000  and
$65,000,000,  respectively.  Any revenues of acquired  companies not  introduced
directly or indirectly by the consultant  are excluded from the amended  revenue
thresholds.  At March 31, 2001,  we had accrued  $31,250 of  consulting  fees in
connection with this agreement.

Net Operating Loss Carryforwards

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

SPC Dual Consolidated Losses Closing Agreement

     We have applied for a closing  agreement  with the IRS pursuant to which we
would  become  jointly  and  severally  liable  for SPC's tax  obligations  upon
occurrence  of a "triggering  event"  requiring  recapture of dual  consolidated
losses  previously  utilized by SPC.  Such closing  agreement  would avoid SPC's
being required to recognize a tax of  approximately  $8 million on approximately
$24.5  million  of  SPC's  pre-acquisition  dual  consolidated  losses.  The IRS
determined not to act on our  application  until SPC submitted  certain  filings
pertaining to  pre-acquisition  consolidated  tax return filings made by SPC. We
submitted these filings in an application for relief from these deficiencies. On
August 23, 2000, we received notification from the IRS that it had accepted this
application  for relief.  On November 6, 2000,  we  re-applied  to the IRS for a
closing  agreement.  On April 26,  2001,  we  executed  our portion of a closing
agreement  and expect to receive  shortly from the IRS a fully  executed copy of
this closing  agreement.  However,  no assurance  can be given that the IRS will
countersign  the partially  executed  closing  agreement.  Should such a closing
agreement  be  obtained,  in certain  circumstances,  a future  acquirer  of our
Company may also be required to agree to a similar closing agreement in order to
avoid the same tax liability, to the extent it is able to do so. This could have
a material  adverse  effect on our future ability to sell SPC. The report of our
auditors  covering  the  December  31, 2000  consolidated  financial  statements
contains a paragraph emphasizing these dual consolidated losses.

Seasonality

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

Inflation

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


                                       21
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

          In February 2000, the Company  received a demand for arbitration  with
     respect to certain fees payable in connection  with an  investment  banking
     agreement  which it terminated.  The claim calls for payment of $45,000 and
     reinstatement  of the warrants to purchase  150,000  shares of common stock
     cancelled upon termination of the investment  banking  agreement or payment
     of the value of such  warrants,  and legal and other expenses in connection
     with the  arbitration.  The arbitration is in the discovery  stage,  and an
     arbitration  hearing  has been  scheduled  for  August  2001.  The  Company
     believes that the claims in this  arbitration  action are without merit and
     intends to vigorously defend this action.

          On April 2, 2001, we received a "freezing  injunction  order" from the
     Supreme  Court of England and Wales  restricting  our ability to remove any
     assets up to the value of (pound)362,000,  or approximately  $517,000, from
     England or Wales.  The only assets that we owned in England at such time or
     as of the date hereof is the  $150,000  in cash that we  received  upon the
     closing  of the  Serif  transaction,  which  is held on our  behalf  by our
     lawyers in England. The applicants with respect to the injunction are three
     former executive officers of Junction 15 Limited and interMETHODS  Limited.
     These  companies  are  former  subsidiaries  that we  acquired  in 2000 and
     divested in February 2001 through  creditors  voluntary  liquidation in the
     United Kingdom.  The employment of two of the officers was terminated prior
     to such  divestitures  and they are claiming payment under their terminated
     employment  agreements.  One of the officers is claiming a deferred payment
     of approximately $100,000 under the interMETHODS  acquisition agreement. We
     believe  that we have  significant  warranty,  breach of contract and other
     claims  against  these  applicants,  and  intend to  prosecute  our  claims
     vigorously.  We also believe that the injunction was issued  improperly and
     will attempt to have the injunction vacated; however, there is no assurance
     that we will be  successful in this effort.  Further,  we believe that this
     injunction  will not effect our  ability to receive and utilize the monthly
     payments pursuant to the promissory note to be made from Serif Inc., a U.S.
     incorporated and domiciled company.

          In addition to the  aforementioned  litigation,  the Company has other
     litigation  matters in progress in the  ordinary  course of  business.  The
     Company has made  provision for the  estimated  charges which it expects to
     incur in resolving  litigation in progress.  In the opinion of  management,
     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.

Item 2. Changes in Securities and Use of Proceeds.

          In January  2001,  we accepted  subscriptions  for and sold a total of
     1,490,000  shares of our common stock to 13 accredited  investors for gross
     proceeds  of   $372,500.   The   issuance  of  these  shares  were  private
     transactions exempt from registration under Section 4(2) of, and Regulation
     D promulgated under, the Securities Act of 1933.

          We entered  into an  agreement,  dated as of  January  2,  2001,  with
     Salomon Grey Financial  Corporation  pursuant to which we retained  Salomon
     Grey for the purpose of providing financial advisory and investment banking
     advice  for a  one-year  term.  Pursuant  to this  agreement,  we issued to
     Salomon  Grey an  aggregate  of  450,000  shares  of our  common  stock and
     three-year  warrants to purchase  600,000  shares of our common stock.  The
     issuance of these shares and warrants was a private transaction exempt from
     registration  pursuant to Section 4(2) of the  Securities  Act.  150,000 of
     such shares,  and all of such warrants,  have been cancelled pursuant to an
     agreement  with Salomon  Grey,  dated as of February 28, 2001, to terminate
     this agreement.


                                       22
<PAGE>

          On January 15, 2001, we issued  300,000  shares of our common stock to
     Mark E. Leininger,  our former  President and Chief Executive  Officer,  in
     connection with his Settlement and Release  Agreement with us. The issuance
     of these shares was a private transaction exempt from registration pursuant
     to Section 4(2) of the Securities Act.

          We have entered  into an  agreement  dated as of January 15, 2001 with
     SOS Resource  Services Inc.  pursuant to which we retained SOS Resource for
     the purpose of providing investor relations, public relations and corporate
     communications  and other  services for a one-year  term.  We can terminate
     this agreement at any time.  Pursuant to this  agreement,  we issued to SOS
     Resource (a) an aggregate of 300,000 shares of our common stock (100,000 of
     which shares are subject to a lockup  agreement that  prohibits  their sale
     prior to July 15, 2001), (b) three-year warrants to purchase 100,000 shares
     of our common stock which are immediately  exercisable at an exercise price
     of $.25 per share,  and (c) three-year  warrants to purchase 100,000 shares
     of our common  stock  exercisable  commencing  July 15, 2001 at an exercise
     price of $1.00 per share.  The  issuance of these shares and warrants was a
     private  transaction  exempt from registration  pursuant to Section 4(2) of
     the Securities Act.

          On January 22, 2001 we issued  32,000 shares of our common stock to HD
     Brous & Co., in full satisfaction of outstanding fees owed to HD Brous. The
     issuance of these shares were private transactions exempt from registration
     under Section 4(2) of the Securities Act of 1933.

          On January 24, 2001 we issued  146,000  shares of our common  stock to
     Alberdale  &  Co.,  in  full  satisfaction  of  outstanding  fees  owed  to
     Alberdale.  The issuance of these shares were private  transactions  exempt
     from registration under Section 4(2) of the Securities Act of 1933.

          On January 26, 2001, we issued three-year  warrants to purchase 23,000
     shares of our common stock at an exercise price of $.25 per share to Lee M.
     Shapiro  as a finders  fee in  connection  with our  January  2001  private
     placement.  The issuance of such warrants was a private  transaction exempt
     from registration pursuant to Section 4(2) of the Securities Act.

Item 3. Defaults Upon Senior Securities.

          None.

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

          Our annual  meeting of  stockholders  is scheduled for 10:00 a.m., May
     17, 2001, at the office of Vizy Interactive-PWR  Systems at the Long Island
     Technology Center, 3500 Sunrise Highway, Great River, New York 11739.

Item 5. Other Information.

          None


                                       23
<PAGE>

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

     (a.) Exhibits.

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

Number    Description

10.1      Sublease Termination Agreement between SK Telecom International,  Inc.
          and Vizacom Inc. dated as of March 27, 2001.

10.2      Promissory  Note between The Chase Manhattan Bank and PWR Systems Inc.
          dated April 13, 2001.

10.3      Agreement of Subordination and Assignment in favor of The Chase
          Manhattan Bank, by Vizacom Inc. and Vincent DiSpigno dated April 13,
          2001.

10.4      Agreement of Subordination and Assignment in favor of The Chase
          Manhattan Bank, by Vizacom Inc. and David N.Salav dated April 13,
          2001.

10.5      Guaranty, dated April 13, 2001, executed by Vincent DiSpigno.

10.6      Guaranty, dated April 13, 2001, executed by David N.Salav.

10.7      Waiver Agreement, dated April 13, 2001, executed David N. Salav.

10.8      Waiver Agreement, dated April 13, 2001, executed Vincent DiSpigno.

10.9      Guaranty, dated April 13, 2001, executed by Vizacom Inc.

10.10     Share  Acquisition  Agreement,  dated as of March  31,  2001,  between
          Vizacom Inc. and GW 313 Limited. (Incorporated by reference to Exhibit
          10.1 to the  Company's  Current  Report on Form 8-K  (Date of  Report:
          March  31,  2001)   (Commission  File  No.  1-14076)  filed  with  the
          Commission on April 12, 2001.)

10.11     Software  License  Agreement,  dated as of  March  31,  2001,  between
          Software   Publishing   Corporation   and  Serif   (Europe)   Limited.
          (Incorporated  by reference to Exhibit 10.2 to the  Company's  Current
          Report on Form 8-K (Date of Report:  March 31, 2001)  (Commission File
          No. 1-14076) filed with the Commission on April 12, 2001.)

10.12     Bill of Sale and  Assignment  and  Assumption  Agreement,  dated as of
          March 31, 2001,  among Vizacom Inc.,  Serif  (Europe)  Limited,  Serif
          Inc., Serif GmbH, Dialog24 Limited,  Software  Publishing  Corporation
          and Dialog24  Inc.  (Incorporated  by reference to Exhibit 10.3 to the
          Company's Current Report on Form 8-K (Date of Report:  March 31, 2001)
          (Commission  File No.  1-14076) filed with the Commission on April 12,
          2001.)

10.13     Promissory Note of Serif Inc., dated as of March 31, 2001, in favor of
          Vizacom  Inc.  (Incorporated  by  reference  to  Exhibit  10.4  to the
          Company's Current Report on Form 8-K (Date of Report:  March 31, 2001)
          (Commission  File No.  1-14076) filed with the Commission on April 12,
          2001.)

10.14     Charge over Shares,  dated as of March 31, 2001,  between Vizacom Inc.
          and GW 313 Limited.  (Incorporated by reference to Exhibit 10.5 to the
          Company's Current Report on Form 8-K (Date of Report:  March 31, 2001)
          (Commission  File No.  1-14076) filed with the Commission on April 12,
          2001.)

10.15     Guarantee, dated as of March 31, 2001, between Vizacom Inc. and GW 313
          Limited.  (Incorporated  by reference to Exhibit 10.6 to the Company's
          Current  Report  on  Form  8-K  (Date  of  Report:   March  31,  2001)
          (Commission  File No.  1-14076) filed with the Commission on April 12,
          2001.)

     (b)  Reports on Form 8-K.

          On January 11,  2001,  we filed a Current  Report on Form 8-K (Date of
     Report:  January 10, 2001) with the  Commission,  as an Item 5  disclosure,
     reporting  (i) the  issuance on December 6, 2000 of an  additional  285,088
     shares of our common  stock to each of Vincent  DiSpigno and David N. Salav
     pursuant to post-closing  adjustments under the PWR Merger Agreement;  (ii)
     that we were informed by the Nasdaq Listings Investigation Unit that it had
     closed its  investigation  regarding  our common stock  without  taking any
     action;  (iii)  the  receipt  by us from  Nasdaq  on  December  1,  2000 of
     correspondence  stating that our common stock may be delisted  from trading
     on or about March 1, 2001 if the minimum bid price does not equal or exceed
     $1.00 for at least 10  consecutive  trading  days;  (iv) the  retaining  of
     Morgan J. Wilbur as a consultant for consideration of 220,000 shares of our
     common  stock;  (v) the  retaining  of Triple  Crown  Consulting,  Ltd. for
     financial advisory advice for consideration of 200,000 shares of our common
     stock;


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<PAGE>

     (vi) the  retaining of Salomon Grey  Financial  Corporation  as a financial
     advisor and investment banker for aggregate consideration of 450,000 shares
     of our common stock and warrants to purchase  600,000  shares of our common
     stock with varying  exercise  prices;  (vii) the  application  by us to the
     Internal  Revenue  Service  for a  closing  agreement  regarding  the  dual
     consolidated losses of our Software Publishing Corporation subsidiary;  and
     (viii) the amendment to our consulting  agreement with Target Capital Corp.
     and Yitz Grossman.

          On January 30,  2001,  we filed a Current  Report on Form 8-K (Date of
     Report:  January 15, 2001) with the  Commission,  as an Item 5  disclosure,
     setting forth (i) a  restructuring  of our operations and management  team;
     (ii) the  retaining  of SOS  Resource  Services,  Inc. to provide  investor
     relations,  public relations and corporate  communications  services; (iii)
     the  acceptance of  subscriptions  for the sale of 1,490,000  shares of our
     common stock to 13 accredited investors for gross proceeds of $372,500; and
     (iv) the  filing of an  amendment  to our Form  10-KSB  for the year  ended
     December 31, 1999.

          On April  12,  2001 we filed a  Current  Report  on Form 8-K  (Date of
     Report:  March  31,  2001) with the  Commission  reporting,  as an  Item  2
     disclosure:  (i) our disposition of our visual  communications  operations,
     and (ii) our  receipt of a  "freezing  injunction  order"  from the Supreme
     Court of England and Wales  restricting  our ability to remove  assets from
     England or Wales up to an approximate value of $517,000. The only assets we
     owned in England was  $150,000 we received in  connection  with the sale of
     the  aforementioned  visual  communications  operation.   Additionally,  we
     reported as an Item 5 disclosure  that we terminated the employment of five
     individuals  at our Vizy  Interactive  New  York  subsidiary  resulting  in
     anticipated annual savings of approximately $450,000.


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<PAGE>

                                   SIGNATURES

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

                                              VIZACOM, INC.


Dated: May 15, 2001                     By: /s/ Vincent DiSpigno
                              --------------------------------------------
                                            Vincent DiSpigno
                                                President
                                      (Principal Executive Officer)


Dated:  May 15, 2001                   By: /s/ Alan W. Schoenbart
                              --------------------------------------------
                                           Alan W. Schoenbart
                                   Vice President - Finance, Treasurer
                                       and Chief Financial Officer
                                      (Principal Financial Officer)


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<PAGE>

                                  VIZACOM INC.
                                INDEX TO EXHIBITS

Exhibit No.       Description

10.1      Sublease Termination Agreement between SK Telecom International,  Inc.
          and Vizacom Inc. dated as of March 27, 2001.

10.2      Promissory  Note between The Chase Manhattan Bank and PWR Systems Inc.
          dated April 13, 2001.

10.3      Agreement  of  Subordination  and  Assignment  in favor  of The  Chase
          Manhattan  Bank, by Vizacom Inc. and Vincent  DiSpigno dated April 13,
          2001.

10.4      Agreement  of  Subordination  and  Assignment  in favor  of The  Chase
          Manhattan  Bank,  by Vizacom  Inc.  and David N. Salav dated April 13,
          2001.

10.5      Guaranty, dated April 13, 2001, executed by Vincent DiSpigno.

10.6      Guaranty, dated April 13, 2001, executed by David N.Salav.

10.7      Waiver Agreement, dated April 13, 2001, executed by David N. Salav.

10.8      Waiver Agreement, dated April 13, 2001, executed by Vincent DiSpigno.

10.9      Guaranty, dated April 13, 2001, executed by Vizacom Inc.

10.10     Share  Acquisition  Agreement,  dated as of March  31,  2001,  between
          Vizacom Inc. and GW 313 Limited. (Incorporated by reference to Exhibit
          10.1to the Company's Current Report on Form 8-K (Date of Report: March
          31, 2001)  (Commission  File No. 1-14076) filed with the Commission on
          April 12, 2001.)

10.11     Software  License  Agreement,  dated as of  March  31,  2001,  between
          Software   Publishing   Corporation   and  Serif   (Europe)   Limited.
          (Incorporated  by reference to Exhibit 10.2 to the  Company's  Current
          Report on Form 8-K (Date of Report:  March 31, 2001)  (Commission File
          No. 1-14076) filed with the Commission on April 12, 2001.)

10.12     Bill of Sale and  Assignment  and  Assumption  Agreement,  dated as of
          March 31, 2001,  among Vizacom Inc.,  Serif  (Europe)  Limited,  Serif
          Inc., Serif GmbH, Dialog24 Limited,  Software  Publishing  Corporation
          and Dialog24  Inc.  (Incorporated  by reference to Exhibit 10.3 to the
          Company's Current Report on Form 8-K (Date of Report:  March 31, 2001)
          (Commission  File No.  1-14076) filed with the Commission on April 12,
          2001.)

10.13     Promissory Note of Serif Inc., dated as of March 31, 2001, in favor of
          Vizacom  Inc.  (Incorporated  by  reference  to  Exhibit  10.4  to the
          Company's Current Report on Form 8-K (Date of Report:  March 31, 2001)
          (Commission  File No.  1-14076) filed with the Commission on April 12,
          2001.)

10.14     Charge over Shares,  dated as of March 31, 2001,  between Vizacom Inc.
          and GW 313 Limited.  (Incorporated by reference to Exhibit 10.5 to the
          Company's Current Report on Form 8-K (Date of Report:  March 31, 2001)
          (Commission  File No.  1-14076) filed with the Commission on April 12,
          2001.)

10.15     Guarantee, dated as of March 31, 2001, between Vizacom Inc. and GW 313
          Limited.  (Incorporated  by reference to Exhibit 10.6 to the Company's
          Current  Report  on  Form  8-K  (Date  of  Report:   March  31,  2001)
          (Commission  File No.  1-14076) filed with the Commission on April 12,
          2001.)


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