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


                                   FORM 10-QSB


(Mark One)

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

     For the quarterly period ended September 30, 2000

[_]  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)

                             Glenpointe Centre East
                     300 Frank W. Burr Boulevard, 7th Floor
                            Teaneck, New Jersey 07666
                    (Address of principal executive offices)

                                 (201) 928-1001
                           (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: 13,929,274 shares of Common Stock, as
of October 31, 2000.

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


<PAGE>



                                  VIZACOM INC.

                                TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION

<TABLE>
<CAPTION>
Item                                                                                                              Pages
----                                                                                                              -----

<S>                                                                                                            <C>
Item 1.  Financial Statements:

Condensed Consolidated Balance Sheets as of September 30, 2000 (Unaudited) and December 31, 1999                    3

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended
     September 30, 2000 and 1999 (Unaudited)                                                                        4

Condensed Consolidated Statement of Changes in Stockholders' Equity
     for the Nine Months Ended September 30, 2000 (Unaudited)                                                       5

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
     September 30, 2000 and 1999 (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                                                                                      22-23
</TABLE>


<PAGE>

                                  VIZACOM INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                              September 30,   December 31,
                                                                                  2000             1999
                                                                             ---------------   --------------
<S>                                                                           <C>             <C>
ASSETS                                                                        (Unaudited)
Current assets:
   Cash and cash equivalents                                                  $    497,319    $  1,730,495
   Marketable securities                                                            15,930       2,746,678
   Receivables
      Trade, less allowances of $795,832 and $434,290                            4,856,056         558,550
      Other                                                                         60,843          88,842
      Notes                                                                         64,681          86,018
    Inventories                                                                  1,401,346       1,457,604
    Prepaid expenses and other current assets                                      291,582         526,552
                                                                              ------------    ------------
           Total current assets                                                  7,187,757       7,194,739

Property and equipment, net                                                        905,764         828,108
Goodwill, net of accumulated amortization of $1,013,139 and $256,066             7,190,588         118,665
Business processes and methodologies, workforce, and customer lists,
  net of accumulated amortization of $710,647                                    4,871,353            --
Restricted cash                                                                    352,583         259,838
Deferred consulting costs                                                        1,267,623       1,269,859
Other assets                                                                     1,240,323         803,762
                                                                              ------------    ------------
           Total assets                                                       $ 23,015,991    $ 10,474,971
                                                                              ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Revolving lines of credit                                                  $  1,582,944    $       --
   Related party notes payable                                                     830,432            --
   Current portion of capital lease obligations                                     83,932          63,792
   Current portion of long-term debt                                                60,869         155,554
   Accounts payable                                                              4,836,049       4,111,748
   Accrued liabilities                                                           2,073,691       1,816,744
   Subscription liability                                                           92,745            --
   Sales and value-added taxes payable                                             478,663         393,927
                                                                              ------------    ------------
           Total current liabilities                                            10,039,325       6,541,765

Capital lease obligations, less current portion                                     68,955          98,265
Long-term debt, less current maturities                                             85,956         100,410
                                                                              ------------    ------------
           Total liabilities                                                    10,194,236       6,740,440
                                                                              ------------    ------------

Commitments and contingencies

Stockholders' equity:
   Common stock, par value $.001 per share,
       60,000,000 shares authorized, 12,372,352 and 7,235,578 shares issued         12,373           7,236
   Additional paid-in capital                                                   67,802,813      49,851,699
   Accumulated deficit                                                         (54,579,272)    (47,864,635)
   Accumulated other comprehensive income (loss)                                  (403,764)      1,750,626
   Treasury stock, 3,095 shares, at cost                                           (10,395)        (10,395)
                                                                              ------------    ------------
           Total stockholders' equity                                           12,821,755       3,734,531
                                                                              ------------    ------------
           Total liabilities and stockholders' equity                         $ 23,015,991    $ 10,474,971
                                                                              ============    ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>





                                  VIZACOM INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     Three Months Ended Sept. 30,      Nine Months Ended Sept. 30,
                                                                    -----------------------------     -----------------------------
                                                                            2000             1999             2000             1999
                                                                    ------------     ------------     ------------     ------------
<S>                                                                 <C>              <C>              <C>              <C>
Net sales                                                           $  7,800,710     $  4,628,618     $ 20,014,152     $ 13,926,333
Cost of sales                                                          4,638,570        1,295,437       10,935,585        4,353,055
                                                                    ------------     ------------     ------------     ------------
Gross profit                                                           3,162,140        3,333,181        9,078,567        9,573,278

Selling, general and administrative expenses                           4,900,132        3,865,672       14,845,433       11,852,315
Product development                                                       57,431          213,230          335,314          479,574
Amortization of goodwill, business processes and
  methodologies, workforce, and customer lists                           659,067          546,946        1,461,841        1,719,794
Realized gain on marketable securities                                      --               --         (1,095,348)            --
Unrealized holding loss (gain) on marketable securities                     --             28,924             --         (1,391,222)
Other expenses (income),  net                                            121,601          218,481          245,964          (50,394)
                                                                    ------------     ------------     ------------     ------------
                                                                       5,738,231        4,873,253       15,793,204       12,610,067

       Net loss                                                       (2,576,091)      (1,540,072)      (6,714,637)      (3,036,789)

Dividends on Series A and Series C Preferred Stock                          --             (5,325)            --            (56,641)
                                                                    ------------     ------------     ------------     ------------

       Net loss attributable to common stockholders                 $ (2,576,091)    $ (1,545,397)    $ (6,714,637)    $ (3,093,430)
                                                                    ============     ============     ============     ============

Net loss per common share:
        Net loss per common share - basic and diluted               $      (0.21)    $      (0.26)    $      (0.63)    $      (0.55)
                                                                    ============     ============     ============     ============
        Weighted average number of common shares
          outstanding - basic and diluted                             12,182,732        5,859,197       10,709,351        5,635,086
                                                                    ============     ============     ============     ============
</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, 1999                                            7,235,578   $      7,236    $ 49,851,699   $(47,864,635)

Net loss                                                                     --             --              --       (6,714,637)
Decline in market value of marketable securities                             --             --              --             --
Realization of gain on transfer of marketable securities                     --             --              --             --
Currency translation adjustment                                              --             --              --             --

Total comprehensive loss                                               (6,714,637)    (2,154,390)           --       (8,869,027)

Sale of common stock in private placements, net                         2,010,943          2,011       7,624,569           --
Common stock issued on exercise of warrants and  stock options            480,107            480         838,680           --
Common stock issued in connection with acquisitions                     2,645,724          2,646       8,597,361           --
Issuance of options to consultants in  connection with an acquisition        --             --           186,500           --
Issuance of  warrants in connection with line of credit                      --             --           382,500           --
Issuance of options and warrants for consulting services                     --             --           321,504           --
                                                                       ----------   ------------    ------------   ------------
Balance at September 30, 2000                                          12,372,352   $     12,373    $ 67,802,813   $(54,579,272)
                                                                       ==========   ============    ============   ============

<CAPTION>
                                                                         Accumulated
                                                                             Other                          Total
                                                                          Comprehensive    Treasury       Stockholders'
                                                                         Income (Loss)       Stock          Equity
                                                                         ------------    ------------    ------------
<S>                                                                      <C>             <C>             <C>
Balance at December 31, 1999                                             $  1,750,626    $    (10,395)   $  3,734,531

Net loss                                                                         --              --              --
Decline in market value of marketable securities                             (727,877)           --              --
Realization of gain on transfer of marketable securities                   (1,095,348)           --              --
Currency translation adjustment                                              (331,165)           --              --
                                                                                         ------------    ------------
Total comprehensive loss
                                                                                         ------------    ------------
Sale of common stock in private placements, net                                  --              --         7,626,580
Common stock issued on exercise of warrants and  stock options                   --              --           839,160
Common stock issued in connection with acquisitions                              --              --         8,600,007
Issuance of options to consultants in  connection with an acquisition            --              --           186,500
Issuance of  warrants in connection with line of credit                          --              --           382,500
Issuance of options and warrants for consulting services                         --              --           321,504
                                                                         ------------    ------------    ------------
Balance at September 30, 2000                                            $   (403,764)   $    (10,395)   $ 12,821,755
                                                                         ============    ============    ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.



                                       5
<PAGE>



                                  VIZACOM INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                Nine Months Ended September 30,
                                                                                  2000            1999


<S>                                                                           <C>             <C>
Operating activities:
Net loss                                                                      $ (6,714,637)   $ (3,036,789)
Adjustments to reconcile net loss to net cash used in operating activities:
   Depreciation and amortization                                                 2,209,335       2,093,164
   Provision for doubtful accounts                                                 157,060          80,000
   Realized  / unrealized gain on marketable securities                         (1,095,348)     (1,391,222)
   Warrants and stock options issued for services                                  321,504         101,712
   Changes in assets and liabilities, net of effects of acquisitions:
      Receivables                                                                 (384,971)        479,693
      Inventories                                                                  441,126         (62,915)
      Prepaid expenses and other current assets                                    289,983        (329,608)
      Other assets                                                                (446,388)       (518,877)
      Accounts payable                                                          (1,132,677)       (460,029)
      Accrued liabilities                                                          (49,897)       (297,907)
      Sales and value-added taxes payable                                          (69,162)        (40,362)


             Net cash used in operating activities                              (6,474,072)     (3,383,140)



Investing activities:
Purchase of property and equipment                                                (122,715)       (414,096)
Increase in restricted cash                                                           --           (59,838)
Investment in website                                                              (62,482)           --
Collection of note receivable                                                       79,192         105,617
Payment for acquisitions, net of cash acquired                                  (1,446,530)           --


             Net cash used in investing activities                              (1,552,535)       (368,317)



Financing activities:
Proceeds from sale of common stock - net                                         7,626,580       2,378,896
Proceeds from exercise of warrants and options                                     839,160          26,795
Proceeds from long-term debt                                                          --            99,028
Borrowings under revolving line of credit, net                                    (709,465)           --
Payment of related party notes                                                    (432,313)           --
Payment of long-term debt and capital lease obligations                           (295,106)       (159,185)
Costs related to issuance of equity instruments                                       --           (33,905)


            Net cash provided by financing activities                            7,028,856       2,311,629



Effect of exchange rate changes on cash and cash equivalents                      (235,425)         (4,136)



Decrease in cash and cash equivalents                                           (1,233,176)     (1,443,964)
Cash and cash equivalents at beginning of period                                 1,730,495       2,377,648


Cash and cash equivalents at end of period                                    $    497,319    $    933,684



Supplemental disclosure of cash flow information:
  Interest                                                                    $    158,195    $     32,578


  Income taxes                                                                $       --      $       --



Supplemental disclosure of non-cash financing and investing activities:
  Fixed assets acquired with capital lease obligations                        $     28,725    $       --


  Fair value of net assets acquired for common stock,
    stock options, and notes payable (see Note 4)                             $ 10,049,252    $       --


  Issuance of common stock in payment of liabilities                          $       --      $    100,000


  Payment of preferred stcck dividends with marketable securities             $       --      $     56,641


  Redemption of Class C Preferred Stock with marketable securities            $       --      $    930,000


  Warrants issued for other assets                                            $    382,500    $    706,515

  Restricted cash recorded as subscription liability                          $     92,745    $       --

  Comprehensive loss on decline in marketable securities                      $    727,877    $       --
</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
     nine-month  period ended September 30, 2000 are not necessarily  indicative
     of the results that may be expected for the year ending  December 31, 2000.
     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, 1999.

     The condensed  consolidated  balance sheet as of December 31, 1999 has been
     derived from the Company's  audited  consolidated  balance sheet as of that
     date.

2.   Significant Accounting Policies

     Business Combinations

     The Company has accounted for all business  combinations under the purchase
     method of accounting.  Under this method the purchase price is allocated to
     the assets and liabilities of the acquired enterprise as of the acquisition
     date based on their estimated  respective fair values, which are subject to
     revision for a period not to exceed one year from the date of  acquisition.
     The results of operations of the acquired  enterprises  are included in the
     Company's  consolidated  financial  statements for the period subsequent to
     their acquisition.

     Goodwill

     Goodwill  represents  the excess of the purchase  price over the  estimated
     fair values of net assets acquired in the purchases of businesses. Goodwill
     is amortized on a  straight-line  basis over a period of 5 to 7 years.  The
     Company  periodically  evaluates the recoverability of the carrying amounts
     of  this  asset  as  current  events  or   circumstances  so  warrant  such
     determination.

     Business Processes and Methodologies, Workforce, and Customer Lists

     The values of business processes and methodologies, workforce, and customer
     lists  represent the fair values of these assets  acquired in the purchases
     of businesses, as determined by independent appraisals.  Business processes
     and methodologies,  workforce,  and customer lists are being amortized on a
     straight-line basis over periods of 3 to 7 years. The Company  periodically
     evaluates  the  recoverability  of the carrying  amounts of these assets as
     current events or circumstances so warrant such determination.

     Product Development Costs

     Costs incurred in the development of new software  products are expensed as
     incurred until  technological  feasibility  has been  established.  Product
     enhancement  costs  for  products  which  have  established   technological
     feasibility are capitalized,  and  capitalization  is discontinued when the
     product  is  available   for  sale.   Approximately   $930,000  of  product
     enhancement costs had been capitalized  through September 30, 2000, and are
     included in other assets.  Amortization,  which commences when the products
     are available for general release to customers,  is computed at the greater
     of the  straight-line  rate over the estimated life of each product,  or an
     amount  based on the ratio of current  revenues to the total of current and
     anticipated revenues.




                                       7
<PAGE>



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

2.   Significant Accounting Policies (cont.)

     Web Site Development Costs

     Certain direct internal and external costs of web site development incurred
     during  the  application   development  stage  are  being  capitalized  and
     amortized  over a three-year  period.  At September  30, 2000,  $226,000 of
     these development costs, net of $105,000 of accumulated  amortization,  are
     included in other assets.

     Reclassifications

     Certain  reclassifications  have been made to prior periods to conform with
     the current period and year end presentation.

3.   Liquidity and Business Risks

     The Company had a working  capital  deficiency of ($2,851,568) at September
     30, 2000.  The Company  believes  that over the next twelve  months it will
     need to  raise  at  least  $2,000,000  to meet  its  currently  anticipated
     liquidity and capital expenditure requirements.  Management intends to seek
     additional  financing  through  one or more debt,  equity,  or  convertible
     securities  offerings,  through  the sale of assets or  through a merger or
     acquisition.  Since June 2000, the Company has attempted to conduct several
     private  offerings  of  common  stock.  Each of  these  offerings  has been
     cancelled due to adverse market conditions.  There can be no assurance that
     the  Company  will  be  successful  in  completing  any  such  offering  or
     offerings, sale of assets or merger or acquisition,  or any other offerings
     or  transactions,  or that the  terms of any such  offering  or  offerings,
     transaction  or  transactions,  will be  beneficial  to the  Company or its
     stockholders.  The financial statements do not include any adjustments that
     might result from the outcome of this uncertainty.

4.   Acquisitions

     On February 15, 2000, the Company acquired Renaissance Computer Art Center,
     Inc., d/b/a Renaissance  Multimedia,  a New York City based interactive web
     site design firm. The aggregate purchase price, including all direct costs,
     was  $2,706,429  and was paid through the issuance of 449,870 shares of the
     Company's  common  stock and a $250,000  cash  payment  to the  Renaissance
     stockholders.  The Company  entered into a three-year  employment  contract
     with the  President  of  Renaissance  Multimedia  at an  annual  salary  of
     $175,000, with certain performance bonus targets. Additionally, the Company
     granted  options to purchase an aggregate  of 600,000  shares of its common
     stock  under its 1994 Long Term  Incentive  Plan to  certain  employees  of
     Renaissance  Multimedia.  The  $2,482,996  cost in excess  of net  tangible
     assets  acquired of $223,433 is reflected as goodwill,  business  processes
     and methodologies, workforce, and customer lists.

     On March 9, 2000,  the Company  acquired all of the  outstanding  shares of
     Junction 15 Limited,  a London based  interactive web site design firm. The
     aggregate  purchase price,  including all direct costs,  was $2,729,593 and
     was paid through the  issuance of 681,818  shares of the  Company's  common
     stock and a $250,000  cash  payment.  The Company  entered into  three-year
     employment  agreements with two directors and  stockholders of Junction 15,
     with annual salaries of approximately  $150,000 and $80,000,  respectively,
     with  various   provisions   for   pensions,   commissions,   and  bonuses.
     Additionally,  the Company  granted  options to purchase  an  aggregate  of
     250,000  shares of its common stock under its 1994 Long Term Incentive Plan
     to certain  employees of Junction 15. The $2,724,422  cost in excess of net
     tangible  assets  acquired of $5,171 is  reflected  as  goodwill,  business
     processes and methodologies, workforce, and customer lists.





                                       8
<PAGE>



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

4.   Acquisitions (cont.)

     On March 27, 2000,  the Company  acquired PWR Systems,  a Long Island,  New
     York based interactive  integrator and value-added reseller of computer and
     digital information equipment, for $8,553,445.  The purchase price was paid
     in the form of a $1,000,000 cash payment,  one-year promissory notes in the
     aggregate  principal  amount of $500,000,  convertible  into the  Company's
     common  stock at $3 per share,  and payable in equal  monthly  installments
     with  interest of 6.3% per annum,  and  1,500,000  shares of the  Company's
     common  stock,   valued  at  $3  per  share,  issued  to  the  two  selling
     stockholders  of PWR. The  acquisition  agreement also calls for additional
     contingent  consideration  of up to $350,000  per annum for the  three-year
     period  following the  acquisition  based upon  increases in PWR's earnings
     before interest,  taxes,  depreciation,  and  amortization.  The Company is
     further  obligated to issue  additional  common stock if, during the twelve
     months following the acquisition,  the market price of the Company's common
     stock  falls  below $1 per share  for any  thirty  consecutive  trading-day
     period.  The closing price of the Company's  common stock has been below $1
     per  common  share  since  October  16,  2000.  The  Company  entered  into
     three-year employment agreements with PWR's selling stockholders  providing
     for annual  salaries of $200,000  each,  and  provisions  for bonuses  upon
     attaining  specified  performance  thresholds.  Additionally,  the  Company
     granted  options to purchase an aggregate  of 750,000  shares of its common
     stock under its 1994 Long Term  Incentive  Plan to officers,  employees and
     independent contractors of PWR. Furthermore,  the Company agreed to prepay,
     upon receipt of gross  proceeds,  commencing  as of November  12, 1999,  of
     $15,000,000  from equity  offerings,  6.3% notes  payable in the  aggregate
     principal amount of $762,745 to the PWR selling stockholders, equivalent to
     the retained  earnings of PWR at the closing  date.  Otherwise,  these 6.3%
     notes  will be paid in  quarterly  installments  through  March  2001.  The
     $8,203,577  cost in excess of net tangible  assets  acquired of $349,868 is
     reflected as goodwill, business processes and methodologies, workforce, and
     customer lists.

     The following table summarizes the net assets of such acquired businesses:

<TABLE>
<CAPTION>
                                                             Renaissance
                  Category                                   Multimedia           Junction 15      PWR Systems              Total
====================================================================================================================================
<S>                                                          <C>                 <C>                 <C>                 <C>
Current assets                                               $   365,983         $   163,614         $ 3,916,528         $ 4,446,125
Noncurrent assets                                                 97,990              42,728              21,467             162,185
                                                             -----------         -----------         -----------         -----------
Total assets                                                     463,973             206,342           3,937,995           4,608,310
                                                             -----------         -----------         -----------         -----------

Current liabilities                                              209,997             167,997           3,588,127           3,966,121
Noncurrent liabilities                                            30,543              33,174                --                63,717
                                                             -----------         -----------         -----------         -----------
Total liabilities                                                240,540             201,171           3,588,127           4,029,838
                                                             -----------         -----------         -----------         -----------

Net assets acquired                                              223,433               5,171             349,868             578,472
Goodwill                                                       1,003,996           1,680,422           5,144,577           7,828,995
Business processes and methodologies                             656,000             484,000             496,000           1,636,000
Workforce                                                        413,000             180,000             413,000           1,006,000
Customer lists                                                   410,000             380,000           2,150,000           2,940,000
                                                             -----------         -----------         -----------         -----------
Purchase price                                               $ 2,706,429         $ 2,729,593         $ 8,553,445         $13,989,467
                                                             ===========         ===========         ===========         ===========
</TABLE>



     Under an August 1999  agreement  with a third party,  the Company agreed to
     transfer  certain of its  marketable  securities,  consisting  of shares of
     common  stock  of  Xceed  Inc.,  based  upon  the  consideration  paid  for
     acquisitions  of any company  identified  by this third party.  The Company
     recorded a realized gain of  $1,095,348  during the nine month period ended
     September 30, 2000 related to 59,813 Xceed shares transferred to this third
     party  in  connection  with  the  Company's   acquisitions  of  Renaissance
     Multimedia and PWR. The gain represents the realization of the appreciation
     in  market  value at the  dates  of these  acquisitions.  The  third  party
     received 14,953 Xceed shares for the Renaissance Multimedia acquisition and
     44,860 Xceed shares for the PWR acquisition,  resulting in respective gains
     of $371,962 and $723,386.


                                       9
<PAGE>


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

4.   Acquisitions (cont.)

     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
     has, to date, refused to grant the Company's application for such a closing
     agreement  because of alleged  deficiencies in SPC's  pre-acquisition  dual
     consolidated loss  certifications.  The Company received  notification from
     the  IRS  that  it  determined  not to act on  its  application  until  SPC
     submitted certain filings  pertaining to  pre-acquisition  consolidated tax
     year 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. In connection  therewith,  theCompany filed amended
     tax returns for the  pre-acquisition  consolidated tax years to resolve the
     deficiencies in SPC's pre-acquisition dual loss certifications. The Company
     is now in the process of reapplying  for a closing  agreement.  The Company
     believes that the IRS should agree to such a closing agreement. However, no
     assurance  can be given that the IRS will do so,  and any  failure to do so
     could  result  in the  recognition  of this tax  liability.  Should  such a
     closing agreement be obtained, in certain circumstances,  a future acquirer
     of the Company may also be required to agree to a similar closing agreement
     in order to avoid the same tax  liability,  to the  extent it is able to do
     so.  This could  have a material  adverse  effect on the  Company's  future
     ability to sell SPC.

5.   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 did
     not have an effect on the computation of diluted  earnings per share in the
     three and nine month periods  ended  September 30, 2000 and 1999 since they
     were anti-dilutive.

6.   Debt

     The revolving lines of credit consist of the following:

     Notes payable to bank                                       $1,414,172
     Inventory financing facility note payable                      168,772
                                                                 ----------
                                                                 $1,582,944
                                                                 ==========

     The  notes  payable  to  bank  are  secured  by the  assets  of PWR and are
     guaranteed  by the Company.  The notes bear interest at prime plus one-half
     percent (10% at September 30, 2000).

     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
     the Company entered into a temporary $500,000 inventory  financing security
     agreement with a finance company. 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.





                                       10
<PAGE>



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

6.   Debt (cont.)

     The revolving lines of credit consist of the following:

     The related party notes consist of two notes payable to the two PWR selling
     stockholders and consist of the following:

     Notes payable to stockholders, 6.3%:
     Convertible notes, payable in monthly installments            $253,927
     Retained earnings notes, payable in quarterly installments     576,505
                                                                   --------
                                                                   $830,432
                                                                   ========

     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.  All future  advances  are payable  within 180 days of the
     receipt of the advance,  and the credit  facility has a two-year  term.  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 agreement period.

7.   Stockholders' Equity

     On January 8, 2000,  the Company  entered into a three-year  agreement  for
     consulting   services   primarily  related  to  acquisition  and  financing
     assistance  under  which the Company  issued  650,000  three-year  warrants
     exercisable  at $3 per share.  One hundred  thousand of these  warrants are
     exercisable  immediately,  and 400,000  warrants are  exercisable  upon the
     attainment of specified performance targets. In addition,  150,000 warrants
     are being held in escrow  and are to be  released  on  January 7, 2003,  or
     earlier with the Company's  approval.  The Company has recorded a charge of
     $172,404 related to the currently  exercisable 100,000 warrants, as well as
     a $16,500  pro-rata  variable  charge for the 150,000  warrants  subject to
     escrow.

     In March and July 2000, the Company completed two private  placements under
     which it sold  2,010,943  shares of its common stock for gross  proceeds of
     $8,995,545. Under one of these private placements, the Company sold 936,954
     shares of its common stock and received gross  proceeds of $4,216,294  from
     primarily U.S. investors. In the other private placement,  the Company sold
     762,471  shares of common stock in March and 311,518 shares of common stock
     in  July  and  received  gross  proceeds  of  $3,392,996  and   $1,386,255,
     respectively, primarily from European investors.

     The Company is awaiting a final  determination  by the Nasdaq  Stock Market
     relating to the  non-integration  of the two private  placements  under the
     Nasdaq Marketplace Rules, or alternatively,  that  notwithstanding any such
     integration  of the two  private  placements  that the  number of shares of
     common stock issued does not exceed 20% of the Company's outstanding common
     stock for purposes of such Marketplace Rules.






                                       11
<PAGE>


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

8.   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.  This
     action  currently is in the discovery stage. In October 2000, the plaintiff
     amended  its  complaint  to name  Neil  M.  Kaufman,  one of the  Company's
     directors, as a defendant.  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  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  Company  believes  that this action is without
     merit and intends to vigorously defend this action.

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

9.   Segment Information

     During the  quarter  ended March 31,  2000,  the  Company  completed  three
     acquisitions described in Note 4. Collectively, the three acquisitions form
     the  foundation  for the  Company's  international  interactive  e-commerce
     solutions business, which is referred to as Vizy Interactive. Revenues from
     this business segment consist primarily of e-commerce consulting,  web site
     design, web and systems integration services and computer hardware sales.

     The Company's  historical business consists 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 results of the  Company's
     VisualCities.com business are included in "Visual Communications Products."
     During  the  first  quarter  of  2000,  the  Company  began to  market  its
     web-enabled call center  capabilities to third party customers.  During the
     second quarter of 2000,  the Company  reorganized  its historical  business
     into two segments:  visual  communications  products and  web-enabled  call
     center  operations.  The  Company's  web-enabled  call  center  business is
     referred to as Dialog24.  For purposes of the segment table the Company has
     allocated  overhead costs relating to its  web-enabled  call centers to its
     visual communications  business,  and has included only costs such as trade
     shows,  selling  expenses,  agent  salaries,  and other direct costs in its
     Dialog24 segment. In addition, in the second quarter of 2000, the Company's
     visual  communications  segment  discontinued  the sale of digital cameras,
     except  for   promotional   activities  and  the  liquidation  of  existing
     inventories.







                                       12
<PAGE>






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

9.   Segment Information (cont.)

     Information   concerning  the  Company's  quarter  and  nine-month  segment
     operations is set forth below:



<TABLE>
<CAPTION>
                                                        Visual
                                                   Communications                        Vizy
                                                       Products          Dialog24     Interactive      Corporate     Consolidated
                                            =====================================================================================
<S>                                                  <C>             <C>             <C>             <C>             <C>
Quarter ended September 30, 2000:
Net sales                                            $  2,987,521    $     68,834    $  4,744,355    $       --      $  7,800,710
EBITDA                                                   (327,334)       (128,914)       (558,839)       (674,834)     (1,689,921)
Depreciation and amortization                             128,499         648,991         108,680         886,170
Segment profit (loss)                                    (455,833)       (128,914)     (1,207,830)       (783,514)     (2,576,091)

Nine months ended September 30, 2000:
Net sales                                            $  9,035,404    $     78,808    $ 10,899,940    $       --      $ 20,014,152
Investment gains                                             --              --              --         1,095,348       1,095,348
EBITDA                                                 (2,264,609)       (426,232)       (453,505)     (1,039,452)     (4,183,798)
Depreciation and amortization                             364,985            --         1,422,759         421,591       2,209,335
Warrants and stock options for consulting services           --              --              --           321,504         321,504
Segment profit (loss)                                  (2,629,594)       (426,232)     (1,876,264)     (1,782,547)     (6,714,637)
Total assets                                            3,298,924         332,870      17,473,341       1,910,856      23,015,991

Quarter ended September 30, 1999:
Net sales                                            $  4,628,618    $       --      $       --      $       --      $  4,628,618
Investment gains                                             --              --              --           (28,924)        (28,924)
EBITDA                                                     53,387            --              --          (831,082)       (777,695)
Depreciation and amortization                             595,020            --              --            86,107         681,127
Warrants and stock options for consulting services           --              --              --            81,250          81,250
Segment profit (loss)                                    (541,633)           --              --          (998,439)     (1,540,072)

Nine months ended September 30, 1999:
Net sales                                            $ 13,926,333    $       --      $       --      $       --      $ 13,926,333
Investment gains                                             --              --              --         1,391,222       1,391,222
EBITDA                                                   (190,427)           --              --          (651,486)       (841,913)
Depreciation and amortization                           1,842,297            --              --           250,867       2,093,164
Warrants and stock options for consulting services           --              --              --           101,712         101,712
Segment profit (loss)                                  (2,032,724)           --              --        (1,004,065)     (3,036,789)
Total assets                                            4,421,165            --              --         3,865,430       8,286,595
</TABLE>

10.  Related Party Transactions

     During the first nine months of 2000,  the Company  incurred  approximately
     $979,000 of legal fees and disbursements,  primarily in connection with the
     Company's acquisition and financing transactions,  to a law firm of which a
     director of the Company is a member.  Approximately  $607,000  owed to this
     law firm is  included  in  accounts  payable  at  September  30,  2000.  In
     addition,  the  Company  compensates  its  Chairman  of the  Board  for his
     services at the rate of $60,000 per annum. Further, the Company has certain
     note  obligations  to the  PWR  selling  stockholders,  who  are  also  two
     directors and officers of the Company and its PWR subsidiary. See Note 6.


                                       13
<PAGE>


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

11.  Commitments

     On June 1, 2000, PWR entered into a five year,  three month lease for 3,817
     square feet in Long Island,  New York.  The Company  utilizes this space to
     provide data center  services to its clientele as well as for internal use.
     Rental  commitments  under this lease for the five years ending  August 31,
     2005 are as follows:

          Year        Amount
         --------   -----------
          2001        $ 75,227
          2002        $ 77,135
          2003        $ 88,109
          2004        $ 89,700
          2005        $ 59,800



12.  Subsequent Events

     On October 11, 2000, the Company acquired all of the outstanding  shares of
     interMETHODS Limited, a London based web systems integrator.  The aggregate
     purchase price,  including all direct costs, was  approximately  $2,400,000
     and was paid  primarily  through the  issuance of  1,560,017  shares of the
     Company's  common  stock  and an  obligation  to make a  $104,000  deferred
     payment,  which bears  interest at 8% per annum and is due upon the earlier
     of ten  business  days after the  receipt  by the  Company of $1 million in
     funding,   or  January  11,  2001.  The  Company  entered  into  three-year
     employment  agreements  with the three former  stockholders of interMETHODS
     Limited,  with annual  salaries of  approximately  $120,000 per individual,
     with various provisions for pensions and bonuses. Additionally, the Company
     granted  options to purchase an aggregate  of 250,000  shares of its common
     stock  under  its  2000  Equity  Incentive  Plan to  certain  employees  of
     interMETHODS.  The  approximate  $2,300,000  cost in excess of net tangible
     assets  acquired  of  $100,000  will be  reflected  as  goodwill,  business
     processes and methodologies, workforce, and customer lists.

     In October 2000, the Company began restructuring its visual  communications
     and  Dialog24  businesses.  The  Company  has  also  begun  to  consolidate
     operations and reduce overhead. In this connection,  the Company expects to
     relocate  its  continental   European  facilities  to  its  United  Kingdom
     facilities and anticipates closing its Aachen,  Germany facilities December
     1,   2000.   Management   initially   estimates   restructuring   costs  of
     approximately  $250,000 and expects  these  actions to result in savings of
     approximately $600,000 in 2001.


                                       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  internet  and other  interactive  e-commerce  solutions
     businesses,  such as web site  design,  web-enabled  customer  service  and
     systems integration,

o    our success in integrating the operations of acquired companies,  including
     Renaissance  Multimedia,   Junction  15,  PWR  and  interMETHODS,   into  a
     coordinated and complementary operation,

o    our ability to retain an active user base,  attract new users and  maintain
     customer satisfaction for our software products,

o    the  extent  that our  direct  marketing  operations  achieve  satisfactory
     response rates,

o    the competitive environment within the industries in which we operate,

o    our ability to raise additional capital,

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

o    our ability to attract and retain qualified personnel,

o    business and consumer trends,

o    the cost-effectiveness of our product development activities, and

o    the other factors and information disclosed and discussed in other sections
     of this Quarterly Report on Form 10-QSB.


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

Results of Operations

General.  Our operations  for the quarter ended  September 30, 2000 ("2000 Third
Quarter")  and the nine month period ended  September 30, 2000 ("2000 Nine Month
Period") reflect the acquisition of Renaissance Multimedia on February 15, 2000,
Junction 15 on March 9, 2000,  and PWR on March 27,  2000.  Collectively,  these
three companies form the foundation of our international  professional  internet
solutions  business,  which we  refer to as Vizy  Interactive.  The  results  of
operations  of our 2000  visual  communications  business  includes  our  direct
marketing  activities  at our  Aachen,  Germany  call  center  which  began  its
operations in January  2000. In addition,  our three and nine month 2000 periods
include the results of operations of (a) VisualCities.com Inc, expenses relating
to which  began to be  recognized  in  October  1999  (costs  relating  thereto,
consisting of web-site development, prior to such time were capitalized) and (b)
Dialog24,  which began in January 2000.  These  operations were not reflected in
the  corresponding  1999 periods.  The 2000 Third Quarter  results of operations
reflect  our  reduction  of direct  marketing  lead  generation  activities  and
associated  costs,  as well as the refocusing of our direct sales  activities in
the  visual  communications  area on our core  software  products  and away from
digital cameras.

The result of such 2000 changes were increased  revenues from our newly acquired
companies,  increased costs  associated with  integrating and marketing our Vizy
Interactive  business,  and a  decline  in  revenues  in our  historical  visual
communications  business.  The  decline in  revenues  in our  historical  visual
communications  business was due to the  elimination of digital cameras from the
product mix and a reduction in software sales. The Vizy  Interactive  businesses
carried lower gross margins than our historical visual communications  business.
Selling,  general and  administrative  expenses  and  amortization  of goodwill,
business  processes and methodologies,  workforce,  and customer lists increased
due to the costs associated with our acquisitions,  while marketing  expenses in
our visual  communications  business  decreased as a result of our  reduction in
lead generation activities implemented as a result of declines in response rates
to promotional software mailings and reduced sales of software. We were not able
to reduce our more expensive lead


                                       15
<PAGE>


generation  activities  as fast as the decline in  revenues.  We  experienced  a
slight increase in our response rates to lead generating activities near the end
of the 2000 Second  Quarter and  experienced  continued  improvement in the 2000
Third Quarter.

In October 2000, the Company began  restructuring its visual  communications and
Dialog24  businesses.  The Company has also begun to consolidate  operations and
reduce  overhead.  In this  connection,  the  Company  expects to  relocate  its
continental European facilities to its United Kingdom facilities and anticipates
closing its Aachen,  Germany facilities December 1, 2000.  Management  initially
estimates  restructuring  costs of  approximately  $250,000  and  expects  these
actions to result in savings of approximately $600,000 in 2001.

Comparison of the Three Month Periods Ended September 30, 2000 and 1999

Net Sales. Net sales increased by $3,172,092,  or 69%, to $7,800,710 in the 2000
Third Quarter from $4,628,618 in the quarter ended September 30, 1999 (the "1999
Third Quarter").  The increase was primarily  attributable to our newly acquired
Vizy Interactive  business,  which generated  $4,744,356 in revenues in the 2000
Third Quarter.  We had no Vizy  Interactive  revenues in the 1999 Third Quarter.
This was partially offset by a decline of $1,641,097, or 55%, in the revenues of
our historical visual communications  business from $4,628,618 in the 1999 Third
Quarter to $2,987,521 in the 2000 Third Quarter. Approximately $1,250,000 of the
decline was attributable to the termination of the digital camera  programs.  As
of September 30, 2000 we had approximately $440,000 in confirmed back orders.

North America and International net sales for the third quarter of 2000 and 1999
were as follows:

                         Three Months Ended September 30,
                     ------------------------------------------
                        2000         %      1999          %
                     ---------------------------------------
     North America   $4,958,090    63.6   $1,842,432    39.8
     International    2,842,620    36.4    2,786,186    60.2
                     ----------   -----   ----------   -----
     Total           $7,800,710   100.0   $4,628,618   100.0
                     ==========   =====   ==========   =====

In the 2000 Third  Quarter,  approximately  36% of our net sales were  generated
outside the United  States as compared  to  approximately  60% in the 1999 Third
Quarter.   While  most  of  our  visual  communications   revenues  are  derived
internationally,  primarily in the United Kingdom,  most of our Vizy Interactive
revenues are generated in the United States.

Gross Profit. Gross profit decreased by $171,041, or 5.1%, to $3,162,140 for the
2000 Third Quarter  compared to $3,333,181 in the 1999 Third Quarter.  Our gross
profit margin was 41% of net sales for the 2000 Third Quarter compared to 72% of
net sales in the 1999 Third  Quarter.  Cost of sales was $4,638,570 for the 2000
Third Quarter as compared to $1,295,437 for the 1999 Third Quarter.  The decline
in gross profit margins was  attributable  to lower gross profit margins for our
Vizy Interactive  operations as compared to our historical visual communications
business.  $3,863,561, or 81.4%, of Vizy Interactive's revenue in the 2000 Third
Quarter was derived from our PWR  subsidiary,  where margins  historically  have
been in the 12% to 18%  range.  The  increase  in the amount of cost of sales is
attributable  to the  change in the mix of our sales  revenues  from  lower cost
software  and digital  cameras to higher cost items such as web design  services
and hardware components. Our cost of sales consisted primarily of product costs,
royalties and inventory  allowances for damaged and obsolete  products,  payroll
for production  personnel as well as the costs of hardware and hardware  related
components.  Product costs  historically  consisted of the costs to purchase the
underlying materials and print both boxes and manuals,  media costs (CD-ROMs and
other media), assembly costs, and hardware costs.

Our gross margins and operating income have been affected in particular  periods
by the mix of distribution  channels used, the mix of international and domestic
revenues,  the mix of  products  or  services  sold and the  timing  of  product
introductions,  promotional  pricing and rebate  offers,  return  privileges and
marketing promotions in connection with new product  introductions and upgrades.
These  promotions  have had a negative  influence on average  selling prices and
gross margins. In addition,  in our historical visual  communications  business,
gross margins have  fluctuated on a quarterly  basis as we utilized  alternative
direct response  promotions.  Gross margins in this business have also been, and
may continue to be, adversely affected by competitive  pricing strategies in the
software industry as a whole,  including  competitive  upgrade pricing,  the OEM
business and alternative  licensing  arrangements.  We expect  additional  gross
margin  fluctuations  for the  balance of 2000 as we continue to expand our Vizy
Interactive business.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses ("SG&A")  increased by $1,034,460 or 27%, to $4,900,132
in  the  2000  Third  Quarter  from   $3,865,672  in  the  1999  Third  Quarter.
Approximately


                                       16
<PAGE>


$1,130,000  of such  increase  was  related  to our Vizy  Interactive  business;
approximately  $45,000 was associated  with the operations of  VisualCities.com;
and approximately  $350,000 was associated with our Dialog24,  operations all of
which were not reflected in the results of operations for the Company during the
corresponding  1999 Third Quarter.  These increases were offset by a decrease in
our direct mail expenditures of approximately $500,000,  which resulted from the
termination  of our  digital  camera  programs  and most of the U.S.  sales lead
generation activities associated with our historical software business.

Product  Development.  Product  development  expenses in the 2000 Third  Quarter
decreased  by  $155,799,  or 73%,  to $57,431  from  $213,230  in the 1999 Third
Quarter.  Product  development  costs,  which  were  primarily  related  to  our
historical visual communications software business, as a percentage of net sales
were .7% for the 2000 Third Quarter  compared to 4.6% in the 1999 Third Quarter.
We capitalized  approximately $143,000 in the 2000 Third Quarter and $115,000 in
the 1999 Third  Quarter of product  development  costs  associated  with product
designs  where  technological  feasibility  had  been  established.   All  other
development  costs  have been  expensed  in the  period  incurred.  We intend to
continue  to  decrease  product  development  costs  in  our  historical  visual
communications  software  business  as well as to  continue  to  reduce  product
development   costs  as  a  percentage   of  sales.   Because  of  the  inherent
uncertainties  associated  with software and internet  technology and e-commerce
projects,  there can be no assurance that our research and  development  efforts
will  result in  successful  product  introductions  or  increased  revenues  or
profitability.

Amortization of Goodwill,  Business Processes and Methodologies,  Workforce, and
Customer Lists. In the 2000 Third Quarter,  $640,331,  or 97.2%, of our $659,067
of  amortization  charges  represent  the  amortization  of  goodwill,  business
processes  and  methodologies,  workforce,  and  customer  lists  for our  newly
acquired Vizy Interactive businesses.  The remaining amortization relates to our
historical  visual  communications  software  business.  The 1999 Third  Quarter
amount  represents  our  amortization  of  purchased   technology  and  goodwill
associated with our acquisitions of Serif and SPC.

Realized and Unrealized Gains on Marketable  Securities.  The unrealized loss of
$28,924 in the 1999 Third Quarter represented the Company's net loss as a result
of holding Xceed stock during the period.  We had no similar  amount in the 2000
Third Quarter.

Other (income) expense.  Other expense,  net for the 2000 Third Quarter amounted
to $121,601,  a decrease of $96,880,  or 44.3%,  from $218,481 in the 1999 Third
Quarter.  The 2000  Third  Quarter  amount  consisted  primarily  of  $48,000 of
amortization  charges  relating  to  warrants  issued  in  connection  with  the
Company's  $1,000,000 line of credit facility and $36,000 of interest charges at
our PWR subsidiary. The 1999 Third Quarter amount reflected the reclassification
of $211,000 related to the licensing of certain software technology to net sales
previously reported as other income.

Comparison of the Nine Month Periods Ended September 30, 2000 and 1999

Net Sales.  Net sales for the 2000 Nine Month Period  increased  $6,087,819,  or
43.7%,  to $20,014,152  from  $13,926,333 in the nine months ended September 30,
1999 (the "1999 Nine Month Period").  The increase was primarily attributable to
our newly acquired Vizy  Interactive  business,  which generated  $10,899,940 in
revenues in the 2000 Nine Month Period.  We had no Vizy Interactive  business in
the  1999  Nine  Month  Period.  This  was  partially  offset  by a  decline  of
$4,890,929,  or 54%, in the  revenues of our  historical  visual  communications
business  from  $13,926,333  in the 1999 Nine Month Period to  $9,035,404 in the
2000 Nine Month Period. Approximately $2,525,000 of the decline was attributable
to the termination of our digital camera programs.

North America and  International net sales for the first nine months of 2000 and
1999 were as follows:

                             Nine Months Ended September 30,
                       ----------------------------------------------
                          2000          %           1999          %
                       ----------     -----      ----------     -----
North America          12,298,926      61.5       5,331,680      38.3
International           7,715,226      38.5       8,594,653      61.7
                       ----------     -----      ----------     -----
Total                  20,014,152     100.0      13,926,333     100.0
                       ==========     =====      ==========     =====


In the 2000 Nine Month Period, approximately 39% of our net sales were generated
outside  the United  States as compared  to  approximately  62% in the 1999 Nine
Month  Period.  While most of the visual  communications  revenues  are  derived
internationally,  primarily in the United Kingdom,  most of our Vizy Interactive
revenues are generated in the United States.

Gross Profit. Gross profit declined by $494,711,  or 5.2%, to $9,078,567 for the
2000 Nine Month Period compared to $9,573,278 in the 1999 Nine Month Period. Our
gross profit margin was 45% of net sales for the 2000 Nine Month Period



                                       17
<PAGE>


compared to 69% in the 1999 Nine Month Period. Cost of sales was $10,935,585 for
the 2000 Nine Month  Period as  compared to  $4,353,055  for the 1999 Nine Month
Period.  The  decrease  in gross  profit and gross  profit  margins was due to a
decline in higher margin historical  visual  communications  software  revenues,
which more than offset higher revenues with lower margins from Vizy Interactive.
$8,590,746,  or 78.8%,  of Vizy  Interactive's  revenues for the 2000 Nine Month
Period derived from our PWR subsidiary,  where margins historically have been in
the  12%  to 18%  range.  The  increase  in the  amount  of  cost  of  sales  is
attributable  to the  change in the mix of our sales  revenues  from  lower cost
software  and digital  cameras to higher cost items such as web design  services
and hardware components.

Selling,  General  and  Administrative  Expenses.  SG&A for the 2000 Nine  Month
Period increased $2,993,118, or 25%, to $14,845,433 from $11,852,315 in the 1999
Nine Month Period.  Approximately $2,608,000 of such increase was related to our
Vizy  Interactive  business;  approximately  $202,000  was  associated  with the
operations of VisualCities.com;  and approximately  $350,000 was associated with
our  Dialog24  operations,  all of which were not  reflected  in the  results of
operations  for the Company  during the  corresponding  1999 Nine Month  Period.
Approximately  $524,000  was related to various  increases  in  consulting  fees
primarily  associated with financial,  investment banking,  and other consulting
agreements.  These  increases  were  offset by a  decrease  in our  direct  mail
expenditures of approximately $1,100,000, which resulted from the termination of
our  digital  camera  programs  and  most of the U.  S.  sales  lead  generation
activities  associated  with  our  historical  visual  communications   software
business.

Product Development. Product development expenses for the 2000 Nine Month Period
decreased  $144,260,  or 30.1%, to $335,314 from $479,574 in the 1999 Nine Month
Period.  Product development costs as a percentage of net sales was 1.7% for the
2000 Nine  Month  Period,  compared  to 3.4% in the 1999 Nine Month  Period.  We
capitalized approximately $452,000 in the 2000 Nine Month Period and $281,000 in
the 1999 Nine Month  Period of our product  development  costs  associated  with
product designs where technological feasibility had been established.  All other
development costs have been expensed in the period incurred.

Amortization of Goodwill,  Business Processes and Methodologies,  Workforce, and
Customer Lists. In the 2000 Nine Month Period, $1,405,632, or 96%, of $1,461,841
of  amortization  charges  represented the  amortization  of goodwill,  business
processes  and  methodologies,  workforce,  and  customer  lists  for our  newly
acquired Vizy  Interactive  businesses.  The remaining  amortization  relates to
purchased  technology and goodwill associated with our acquisitions of Serif and
SPC.

Realized and  Unrealized  Gains on Marketable  Securities.  The realized gain of
$1,095,348 in the 2000 Nine Month Period represents the gain recognized upon the
transfer  of 59,813  shares of Xceed  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.  The unrealized  gain of $1,391,222,  in the 1999 Nine
Month Period  represented  the Company's gain as a result of holding Xceed stock
during that period.

Other (income)  expense.  Other expense,  net for the 2000 Nine Month Period was
$245,964, a decrease of $296,358,  or 588% from $(50,394) in the 1999 Nine Month
Period.  This amount  consisted  primarily of $144,000 of  amortization  charges
relating to warrants issued in connection with the Company's  $1,000,000 line of
credit facility and $101,000 of interest charges at our PWR subsidiary. The 1999
Nine Month Period amount of $50,394 represented net interest income.

Liquidity and Capital Resources

Our cash and cash  equivalents  decreased by $1,233,176 to $497,319 at September
30,  2000  from  $1,730,495  at  December  31,  1999.  In  addition,  marketable
securities  decreased  by  $2,730,748  to $15,930  at  September  30,  2000 from
$2,746,678 at December 31, 1999. The Company received $7,028,856 in net proceeds
from financing  activities,  used  $6,474,072 of cash for  operations,  and used
$1,552,535  primarily  for  investments  relating  to the  cash  portion  of the
purchase price of three companies included in our Vizy Interactive business.


                                       18
<PAGE>


We had a working  capital  deficiency of  ($2,851,568)  at September 30, 2000, a
decline of $3,504,542 from our working capital at December 31, 1999 of $652,974,
primarily as a result of operating losses and investments in new businesses.  We
believe  that  over  the  next  twelve  months  we will  need to  raise at least
$2,000,000 to meet our currently  anticipated  liquidity and capital expenditure
requirements.  We intend to seek additional  financing through one or more debt,
equity,  or  convertible  securities  offerings,  through  the sale of assets or
through a merger or  acquisition.  Since June 2000, the Company has attempted to
conduct several private  offerings of common stock.  Each of these offerings has
been cancelled due to adverse market conditions.  There can be no assurance that
we will be  successful in  completing  any such  offering or offerings,  sale of
assets or merger or acquisition, or any other offerings or transactions, or that
the terms of any such offering or offerings,  transaction or transactions,  will
be beneficial to the Company or its stockholders.

We  intend  to  utilize  our  available  funds in 2000 to  finance  the costs of
building our Vizy Interactive business, and for capital expenditures,  including
the  purchase of  computer,  accounting  and  internet  services  equipment  and
software.  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.

In the 2000 Nine Month Period we utilized  $6,474,072 for operating  activities.
In the 2000 Nine Month  Period we  utilized  $1,552,535  of cash for  investment
activities,  primarily related to our Vizy Interactive subsidiary  acquisitions.
Our 2000 Nine Month Period financing  activities consisted of the receipt of net
proceeds of $7,626,580  from the sale of our common stock,  $839,160 from option
and warrant  exercises,  net payments of $709,465  under our revolving  lines of
credit,  the  repayment  of  $295,106  of debt  and  lease  obligations  and the
repayment of $432,313 of related party notes to the selling stockholders of PWR.

In March and July 2000, we completed private  placements of our common stock for
an aggregate of 2,010,943 shares raising aggregate gross proceeds of $8,955,545,
before associated placement costs. We utilized approximately $5,000,000 of these
proceeds to fund our  acquisitions and associated legal and other costs thereof;
as well as for the working capital needs of Renaissance Multimedia, Junction 15,
PWR and our historical  business;  and for repayment of our  $1,000,000  line of
credit loan.  We plan to utilize the proceeds of any  additional  financings  to
develop our interactive  e-commerce  solutions  business,  and to fund our other
working capital requirements.

We are awaiting a final determination by The Nasdaq Stock Market relating to the
non-integration  of our 2000 European private placement of 1,073,989 shares with
aggregate  gross  proceeds of  $4,779,251,  with our United States first quarter
2000  private  placement  of 936,954  shares with  aggregate  gross  proceeds of
$4,216,293,  under  the  Nasdaq  Marketplace  Rules,  or  alternatively,   that,
notwithstanding any such integration of these two private placements, the number
of  shares  of our  common  stock  issued  and  issuable  in these  two  private
placements does not exceed 20% of our  outstanding  common stock for purposes of
such  Marketplace  Rules.  We have  responded  to all of Nasdaq's  requests  for
information relating to this determination.

In the first quarter of 2000 we entered into a two-year unsecured line of credit
agreement for maximum  borrowings of $1,000,000,  at an 8% interest rate, with a
foreign company.  We borrowed  $1,000,000 under this agreement in February 2000.
This loan was repaid in full with  accrued  interest on March 20,  2000.We  have
letter of credit facilities of approximately  $260,000 relating to certain lease
obligations.  Serif  (Europe)  Limited  has  a  letter  of  credit  facility  of
approximately  $200,000,  which was fully drawn upon as of  September  30, 2000,
with its  primary  bank in the  United  Kingdom,  and which is  secured by Serif
(Europe)  Limited cash reserves of a similar amount.  Serif (Europe) Limited has
outstanding bank loans of approximately $86,000 at September 30, 2000, which are
secured by substantially all of its assets.  Our PWR subsidiary has a $1,400,000
bank credit  facility,  which we have  guaranteed  and which is secured by PWR's
assets.  On July 21, 2000, PWR terminated  its  relationship  with its inventory
finance   lender  and  repaid  its   outstanding   inventory   loan  balance  of
approximately   $925,000  with  existing  working  capital.   PWR  is  currently
negotiating  with another  financing  company for an inventory  facility and has
obtained an interim inventory financing facility for up to $500,000 in purchases
until a larger  inventory  financing  facility  can be  negotiated.  The line is
presently  collateralized  by a second  lien on all of the  assets of PWR and is
guaranteed by the Company.

Our exposure to foreign  currency gains and losses is partially  mitigated as we
incur operating expenses in the principal foreign currencies in which we invoice
foreign customers. As of September 30, 2000, the Company had no foreign exchange
contracts  outstanding.  The Company's  foreign exchange gains and losses may be
expected to  fluctuate  from  period to period  depending  upon the  movement in
exchange rates.


                                       19
<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 may be extended  automatically by an additional eighteen months if
we report annual net revenues of $40,000,000,  and an additional eighteen months
should net revenues exceed  $60,000,000.  At September 30, 2000, we have accrued
$239,000 of consulting fees in connection with this agreement.

Net Operating Loss Carryforwards

We  estimate  our  consolidated  tax  net  operating  loss  carryforwards  to be
approximately  $35  million  at  December  31,  1999,  after  consideration  for
limitations on the use thereof,  which expire in years 2002 through 2019.  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.

Possible Tax Obligation

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 has, to date, refused to
grant the Company's  application for such a closing agreement because of alleged
deficiencies  in SPC's  pre-acquisition  dual loss  certifications.  The Company
received  notification  from  the  IRS  that  it  determined  not  to act on its
application  until SPC submitted certain filings  pertaining to  pre-acquisition
consolidated  tax year return filings made by SPC. The Company  submitted  these
filings in an application  for relief.  On August 23, 2000 the Company  received
notification  from the IRS that it had accepted its  application for relief from
these  deficiencies.  In  connection  therewith,  the Company  filed amended tax
returns  for  the   pre-acquisition   consolidated  tax  years  to  resolve  the
deficiencies in SPC's pre-acquisition dual consolidated loss certifications. The
Company is now in the process of reapplying for a closing agreement. The Company
believes  that the IRS should  agree to such a closing  agreement.  However,  no
assurance  can be given that the IRS will do so, and any  failure to do so could
result in the recognition of this tax liability. Should such a closing agreement
be obtained, in certain circumstances, a future acquirer of the Company may also
be required to agree to a similar  closing  agreement in order to avoid the same
tax  liability,  to the  extent it is able to do so.  This could have a material
adverse  effect on the Company's  future  ability to sell SPC. The report of our
auditors  covering  the  December  31, 1999  consolidated  financial  statements
contains a paragraph emphasizing these dual consolidated losses.

Reserves

We provided  for  allowances  on trade  receivables  of  approximately  14.1% at
September 30, 2000  compared to 43.7% at December 31, 1999.  The decline in this
allowance as a percentage of outstanding  accounts receivable is attributable to
lower historical bad debt exposure experienced by our Vizy Interactive business,
which  comprised  84.1% of our gross  receivables  at  September  30,  2000,  as
compared to our historical visual communications business.

Seasonality

The  Company's  markets are  characterized  by  significant  seasonal  swings in
demand,  which  typically  peak in the fourth quarter of each calendar year. The
seasonal  pattern is due primarily to the increased  demand for software  during
the year-end  holiday buying season and reduced retail and corporate  demand for
business  software  during the European Easter and summer  vacation  period.  We
expect  our  net  sales  and  operating   results  from  our  historical  visual
communications software operations to continue to reflect this seasonality.  Our
revenues may also experience  substantial  variations as a result of a number of
factors, such as consumer and business preferences and introduction of competing
titles by competitors, as well as limited time promotional pricing offers. There
can be no assurance that we will achieve consistent growth or profitability on a
quarterly or annual basis.


                                       20
<PAGE>


We are hopeful that we can mitigate the seasonal  nature of the software  market
with the typically less seasonal pattern of our professional  internet solutions
business.

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, 1999,  filed April 15, 2000  (Commission
     File No.:1-14076),  and to the references therein,  for a discussion of all
     material  pending legal  proceedings to which we or any of our subsidiaries
     are parties.

     In the fourth quarter of 1998, an action, Community Towers, LLC v. Software
     Publishing Corporation and Does 1 through 10, was commenced in the Superior
     Court of California,  County of Santa Clara,  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 SPC nor the Company currently has any offices at this location. SPC
     has filed an answer in this action  denying the  plaintiffs'  claims.  This
     action  currently is in the discovery phase. In October 2000, the plaintiff
     amended  its  complaint  to name  Neil  M.  Kaufman,  one of the  Company's
     directors, as a defendant.  The Company believes this action, including the
     claim  against Mr.  Kaufman,  is without  merit and  intends to  vigorously
     defend this action.

Item 2. Changes in Securities and Use of Proceeds

     On July 31, 2000,  we accepted  subscriptions  from three  investors  for a
     total of 311,518  shares of common stock for gross  proceeds of $1,386,255.
     The  issuance  of  these  shares  were  private  transactions  exempt  from
     registration under Section 4(2) and Regulation S of the Securities Act.

     In connection  with the Company's  acquisition of  interMETHODS  Limited in
     October 2000 we issued an aggregate of 1,560,017 shares of our common stock
     to the former shareholders of interMETHODS. The issuance of such shares was
     a private  transaction  exempt from registration  under Section 4(2) of the
     Securities Act.

Item 3.  Defaults Upon Senior Securities.

     None.

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

     At the  Annual  Meeting  of  Vizacom  Inc.  held on August  10,  2000,  the
     following matters were voted upon and adopted by the votes indicated:

<TABLE>
<CAPTION>
                                                                       For       Withheld    Against    Abstain
<S>                                                                 <C>           <C>
         To re-elect two directors in Class I to serve until
         the annual  meeting
         in 2003, Marc E. Jaffe and Werner G.
         Haase.                                                     7,852,020     49,168       --         --

         To adopt the Company's 2000 Equity Incentive Plan          3,035,851       --       384,870    45,240
</TABLE>

     The other  directors  whose terms continued after the meeting were: Mark E.
     Leininger  (Class III),  Vincent DiSpigno (Class II), David N. Salav (Class
     III), Norman W. Alexander (Class II), and Neil M. Kaufman, Esq. (Class II).
     However,  Werner G. Haase  resigned as a director in Class I shortly  after
     the annual  meeting and was replaced in August by Francis X. Murphy  (Class
     I).

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



                                       22
<PAGE>


Item 5. Other Information.

     We have  received a number of requests for  information  and  documentation
     from The Nasdaq Stock Market's Listing  Investigations  unit. While we have
     responded to these requests,  we may receive  further  requests to which we
     may be unable to respond,  particularly  with respect to information  about
     certain third parties with whom we transacted business. In addition, Nasdaq
     has  advised us that upon review of our  responses,  its staff may take any
     action that may be appropriate under Nasdaq's Marketplace Rules,  including
     the removal of our common stock from listing on The Nasdaq Stock Market. In
     such event,  we expect that our common stock will  continue to trade on the
     Boston Stock  Exchange and would be eligible to trade on the OTC Electronic
     Bulletin  Board.  A  delisting  of our common  stock  could have an adverse
     effect on the market  price of our common  stock and the ability of persons
     wishing to acquire or sell shares of our common stock to do so.

     In October 2000, the Company began restructuring its visual  communications
     and Dialog24  businesses.  The Company has begun to consolidate  operations
     and reduce overhead.  In this  connection,  the Company expects to relocate
     its continental  European  facilities to its United Kingdom  facilities and
     anticipates  closing  its  Aachen,  Germany  facilities  December  1, 2000.
     Management   initially  estimates   restructuring  costs  of  approximately
     $250,000 and expects  these  actions to result in savings of  approximately
     $600,000 in 2001.

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    Company 2000 Equity  Incentive Plan  (incorporated by
                           reference to Exhibit 4 to the Company's  Registration
                           Statement on Form S-8 (Registration  No.:  333-46994)
                           filed with the Commission on September 29, 2000).

                   10.2    Agreement dated October 11, 2000,  among Vizacom Inc.
                           and the former stockholders of interMethods Limited.

                   10.3    Form  of  Lock-Up   Agreement   executed   by  former
                           shareholders of interMethods Limited.

                   10.4    Registration  Rights  Agreement,  dated as of October
                           11, 2000,  among Vizacom Inc., and each of the former
                           shareholders of interMethods Limited.

                   10.5    Promissory  Note issued by PWR to The Chase Manhattan
                           Bank dated August 3, 2000.

                   10.6    Promissory  Note issued by PWR to The Chase Manhattan
                           Bank dated August 24, 2000.

                   10.7    Security   Agreement   between   PWR  and  The  Chase
                           Manhattan Bank dated March 31, 1999.

                   10.8    Company guaranty of Chase notes dated April 3, 2000.

                   10.9    Agreement   for   Wholesale    Financing    (Security
                           Agreement)  dated  August 25, 2000 between IBM Credit
                           Corporation and PWR Systems, Inc.

                   10.10   Guaranty,  dated  August  23,  2000,  by  Vizacom  of
                           Security  Agreement dated August 25, 2000 between IBM
                           Credit Corporation and PWR Systems, Inc.

                   27      Financial Data Schedule.

     (b)  Reports on Form 8-K.

          On September 1, 2000,  the Company filed a Current  Report on Form 8-K
          (Date of Report: August 17, 2000) with the SEC reporting, as an item 5
          disclosure: (a) the appointment of Francis X. Murphy as a director and
          (b) the resignation of Werner G. Haase as a director.



                                       23
<PAGE>


                                   SIGNATURES

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

                                                VIZACOM INC.



Dated:  November 14, 2000      By:          /s/ Mark E. Leininger
                                    ----------------------------------------
                                                Mark E. Leininger
                                    President and Chief Executive Officer
                                        (Principal Executive Officer)


Dated:  November 14, 2000      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      Company  2000 Equity  Incentive  Plan  (incorporated  by  reference to
          Exhibit  4  to  the  Company's  Registration  Statement  on  Form  S-8
          (Registration  No.:  333-46994) filed with the Commission on September
          29, 2000).

10.2      Agreement,  dated October 11, 2000,  among Vizacom Inc. and the former
          stockholders of interMethods Limited.

10.3      Form  of  Lock-Up  Agreement   executed  by  former   shareholders  of
          interMethods Limited.

10.4      Registration  Rights  Agreement,  dated as of October 11, 2000,  among
          Vizacom  Inc.,  and each of the former  shareholders  of  interMethods
          Limited.

10.5      Promissory Note issued by PWR to The Chase Manhattan Bank dated August
          3, 2000.

10.6      Promissory Note issued by PWR to The Chase Manhattan Bank dated August
          24, 2000.

10.7      Security  Agreement  between  PWR and The Chase  Manhattan  Bank dated
          March 31, 1999.

10.8      Company guaranty of Chase notes dated April 3, 2000.

10.9      Agreement for Wholesale  Financing  (Security  Agreement) dated August
          25, 2000 between IBM Credit Corporation and PWR Systems, Inc.

10.10     Guaranty,  dated  August 23, 2000,  by Vizacom of Security  Agreement,
          dated August 25, 2000 between IBM Credit  Corporation and PWR Systems,
          Inc.

27        Financial Data Schedule.









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