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, 1999

[   ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 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 Blvd., 7th Floor,
                            Teaneck, New Jersey 07666
                    (Address of principal executive offices)

                                 (201) 928-1001
                           (Issuer's telephone number)

                    3A Oak Road, Fairfield, New Jersey 07004
                  (former address if changed since last report)

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:  7,138,502 shares of Common Stock, as
of October 31, 1999.

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


<PAGE>


                                  VIZACOM INC.

                                TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

Item                                                                      Pages
----                                                                      -----

Item 1. Financial Statements:

Condensed Consolidated Balance Sheets as of September 30,
  1999 (Unaudited) and  December 31, 1998 . . . . . . . . . . . . . . .        3
Condensed Consolidated Statements of Operations for the
  Three and Nine Months Ended September 30, 1999 and 1998
  (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        4
Condensed Consolidated Statement of Changes in Stockholders'
  Equity for the Nine Months Ended September 30 ,1999
  (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        5
Condensed Consolidated Statements of Cash Flows for the
  Nine Months Ended September 30, 1999 and 1998 (Unaudited) . . . . . .        6
Notes to Condensed Consolidated Financial Statements  . . . . . . . . .   7 - 11


Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations. . . . . . . . . . . . . .  12 - 19

Part II. OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . .       20


                                       2

<PAGE>


                                  VIZACOM INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                  September 30,  December 31,
                                                      1999           1998
                                                      ----           ----
                                                  (Unaudited)
<S>                                             <C>             <C>
ASSETS
Current assets:
 Cash and cash equivalents                      $    933,684    $   2,377,648
 Marketable securities                             1,418,874        1,020,000
 Receivables
      Trade accounts, net                            631,138        1,169,233
      Other                                          157,825          390,429
      Notes, current portion                         129,187           13,026
 Inventories                                         670,096          607,181
 Prepaid expenses and other current assets           948,907          684,268
                                                ------------    -------------
      Total current assets                      $  4,889,711    $   6,261,785

Property and equipment, net                          693,833          445,447
Acquired software, net                               480,833        2,144,417
Goodwill, net                                        137,402          193,611
Restricted cash                                      259,838          200,000
Notes receivable, long term portion                   64,681           28,078
Other assets                                       1,760,297          724,972
                                                ------------    -------------
      Total assets                              $  8,286,595    $   9,998,310
                                                ============    =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable                               $  3,024,246    $   3,484,275
 Accrued liabilities                               1,327,385        1,730,999
 Value-added taxes payable                           376,033          416,395
 Current portion of long-term debt                    75,033          195,044
                                                ------------    -------------
      Total current liabilities                    4,802,697        5,826,713

Long-term debt, less current maturities              159,408           99,554
                                                ------------    -------------
      Total liabilities                            4,962,105        5,926,267
                                                ------------    -------------

Commitments and Contingencies

Stockholders' equity:
 Preferred Stock
   Class B, Series A, 60,520 shares
     authorized, none issued                               -                -
   Junior Participating, Series A,
     100,000 shares authorized; none issued                -                -
 Serial Preferred Stock, $.001 par value,
   1,939,480 shares authorized;
  Class A, 1,500 shares authorized,
     0 and 930 shares issued, respectively                 -          930,000
  Class C, 1,000 shares authorized, none issued            -                -
 Common stock, $.001 par value, 60,000,000 shares
     authorized;  issued 6,704,443 and
     5,083,653 shares, respectively                    6,704            5,084
 Additional paid-in capital                       48,607,239       45,385,487
 Accumulated deficit                             (45,274,922)     (42,238,133)
 Accumulated other comprehensive loss                 (4,136)               -
 Treasury stock, at cost, 3,095 shares               (10,395)         (10,395)
                                                ------------    -------------
      Total stockholders' equity                   3,324,490        4,072,043
                                                ------------    -------------
      Total liabilities and stockholders'
         equity                                 $  8,286,595    $   9,998,310
                                                ============    =============
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>

                                  VIZACOM INC.
                 CONDENSED CONSOLITATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                       Three months ended            Nine months ended
                                                          September 30,                 September 30,
                                                       ------------------            -----------------
                                                       1999          1998            1999         1998
                                                       ----          ----            ----         ----

<S>                                               <C>           <C>             <C>           <C>
Net sales                                         $ 4,370,236   $ 4,223,325     $ 13,667,951  $ 12,226,304
Cost of goods sold                                  1,295,437     1,103,873        4,353,056     2,807,174
                                                  -----------   -----------     ------------  ------------
Gross profit                                        3,074,799     3,119,452        9,314,896     9,419,130

Selling, general and administrative expenses        3,865,672     2,977,014       11,852,315     8,535,311
Product development                                   213,230       154,780          479,574       927,356
Amortization of goodwill and purchased technology     499,570       594,320        1,672,418     1,782,959
Unrealized holding gain on marketable securities     (155,931)            -       (1,576,077)            -
Other expense (income), net                           192,330       (50,648)         (76,545)      (72,436)
                                                  -----------   -----------     ------------  ------------
                                                    4,614,871     3,675,466       12,351,685    11,173,190

  Net Loss                                         (1,540,072)     (556,014)      (3,036,789)   (1,754,060)

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

  Net loss attributable to common stockholders    $(1,545,397)  $  (556,014)    $ (3,093,430) $ (1,754,060)
                                                  ===========   ===========     ============  ============

Net loss per common share:
  Net loss per common share-basis and diluted     $      (.26)  $      (.14)    $       (.55) $       (.50)
                                                  ===========   ===========     ============  ============
  Weighted average number of common shares
       outstanding - basic and diluted              5,859,197     3,940,357        5,635,086     3,513,780
                                                  ===========   ===========     ============  ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>


                                  VIZACOM INC.
       CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                           Preferred Stock
                                             ------------------------------------------
                                                    Class A              Class C                   Common Stock        Additional
                                             ------------------      -------------------      ---------------------     Paid-in
                                             Shares      Amount      Shares       Amount        Shares     Amount       Capital
                                             ---------------------------------------------------------------------------------------
<S>                                          <C>        <C>            <C>        <C>         <C>          <C>        <C>
Balance at December 31, 1998                  930       $930,000         -            -       5,083,653    $5,084     $45,385,487
Comprehensive income (loss):
Net Loss                                       -            -            -            -            -          -              -
Currency translation adjustment                -            -            -            -            -          -              -
Total comprehensive loss                       -            -            -            -            -          -              -
Exchange of Class A Preferred Stock
 for Class C Preferred Stock and
 warrants, less related costs                (930)      (930,000)       930        930,000         -          -           (33,905)
Common stock issued on exercise
 of warrants                                   -            -            -            -         183,333      183            5,317
Common stock issued for payment of
 legal services                                -            -            -            -          50,000       50          181,200
Sale of common stock in private
 placements, net                               -            -            -            -       1,370,007    1,370        2,377,526
Issuance of options and warrants for
 current and future services                   -            -            -            -            -          -           726,977
Issuance of common stock pursuant to
 Company stock option plans                    -            -            -            -          17,450       17           21,278
Redemption of preferred stock                  -            -          (930)      (930,000)        -          -              -
Dividends paid on preferred stock              -            -            -            -            -          -           (56,641)
                                             ---------------------------------------------------------------------------------------
Balance at September 30, 1999                  -        $   -            -        $   -       6,704,443    $6,704     $48,607,239
                                             =======================================================================================
</TABLE>


<TABLE>
<CAPTION>

                                                                       Accumulated
                                                                          Other                             Total
                                               Accumulated            Comprehensive       Treasury       Stockholders'
                                                 Deficit                  Loss              Stock           Equity
                                             -------------------------------------------------------------------------
<S>                                           <C>                       <C>             <C>              <C>
Balance at December 31, 1998                  $(42,238,133)             $    -          $(10,395)        $4,072,043
Comprehensive income (loss):
Net Loss                                        (3,036,789)                  -               -
Currency translation adjustment                       -                  (4,136)             -
Total comprehensive loss                              -                      -               -           (3,040,925)
Exchange of Class A Preferred Stock
 for Class C Preferred Stock and
 warrants, less related costs                         -                      -               -              (33,905)
Common stock issued on exercise
 of warrants                                          -                      -               -                5,500
Common stock issued for payment of
 legal services                                       -                      -               -              181,250
Sale of common stock in private
 placements, net                                      -                      -               -            2,378,896
Issuance of options and warrants for
 current and future services                          -                      -               -              726,977
Issuance of common stock pursuant to
 Company stock option plans                           -                      -               -               21,295
Redemption of preferred stock                         -                      -               -             (930,000)
Dividends paid on preferred stock                     -                      -               -              (56,641)
                                             ---------------------------------------------------------------------------------------
Balance at September 30, 1999                 $(45,274,922)             $(4,136)        $(10,395)        $3,324,490
                                             =======================================================================================
</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,
                                                                                     ------------------------------
                                                                                           1999          1998
                                                                                           ----          ----
<S>                                                                                  <C>              <C>
Operating activities:
   Net loss                                                                          $  (3,036,789)   $  (1,754,060)
   Adjustments to reconcile net loss to net cash provided by (used in)
    operating activities:
      Depreciation and amortization                                                      2,093,164        2,003,761
      Unrealized holding gain on marketable securities                                  (1,576,077)              -
      Realized loss on sale of marketable securities                                       184,855               -
      Provision for bad debts                                                               80,000               -
      Common stock and stock options issued for legal services                             101,712               -
      Sale of marketable securities                                                            -           173,600
      Changes in assets and liabilities:
        Receivables                                                                       479,693          (37,631)
        Inventories                                                                       (62,915)          81,863
        Prepaid expenses and other currents assets                                       (329,608)        (187,723)
        Other assets                                                                     (518,877)         (32,499)
        Accounts payable                                                                 (460,029)         467,408
        Accrued liabilities                                                              (297,907)      (2,657,859)
        Value-added taxes payable                                                         (40,362)              -
                                                                                     ------------     ------------
             Net cash used in operating activities                                     (3,383,140)      (1,943,140)
                                                                                     ============     ============

Investment activities:
   Purchase of property and equipment                                                    (414,096)         (45,157)
   Increase in restricted cash                                                            (59,838)              -
   Collection of notes receivable                                                         105,617               -
                                                                                     ------------     ------------
             Net cash used in investing activities                                       (368,317)         (45,157)
                                                                                     ------------     ------------

Financing activities:
   Payment of long-term debt                                                             (159,185)        (121,559)
   Proceeds from long-term debt                                                            99,028               -
   Acquisition of treasury shares                                                              -           (10,395)
   Proceeds from sale of common stock, net                                              2,378,896        1,038,247
   Proceeds from option and warrant exercises                                              26,795               -
   Costs of issuance of preferred stock                                                   (33,905)              -
                                                                                     ------------     ------------
             Net cash provided by financing activities                                  2,311,629          906,293
                                                                                     ------------     ------------

Effect of exchange rate changes on cash and cash equivalents                               (4,136)              -
Net decrease in cash and cash equivalents                                            $ (1,439,828)      (1,082,004)
Cash and cash equivalents, at beginning of period                                       2,377,648        2,586,753
                                                                                     ------------     ------------
Cash and cash equivalents at end of period                                           $    933,684     $ 1,504,749
                                                                                     ------------     ------------

Supplemental disclosure of cash flow information:
      Interest                                                                       $     32,578     $         -
                                                                                     ============     ============
      Income taxes                                                                   $         -      $         -
                                                                                     ============     ============
Supplemental disclosure of non-cash financing and investing activities:
      Redemption of preferred stock with marketable securities                       $    930,000     $         -
                                                                                     ============     ============
      Dividends on preferred stock paid in marketable securities                     $     62,348     $         -
                                                                                     ============     ============
      Warrants issued for other assets                                               $    706,515     $         -
                                                                                     ============     ============
      Common stock issued in payment of liabilities                                  $    100,000     $    107,107
                                                                                     ============     ============
      Common stock issued for services                                               $         -      $    174,250
                                                                                     ============     ============

</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.  (formerly known as Software  Publishing  Corporation  Holdings,
   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 and three
   month periods ended September 30, 1999 are not necessarily  indicative of the
   results  that may be  expected  for the year  ending  December 31, 1999.  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, 1998.

   The  condensed  consolidated  balance  sheet as of December 31, 1998 has been
   derived from the  Company's  audited  consolidated  balance  sheet as of that
   date. See Note 2 with respect to reclassifications.

2. Significant Accounting Policies

   Software Development Costs

   Product    enhancement   costs   for    products   which   have   established
   technological  feasibility are capitalized and capitalization is discontinued
   when  the  product  is  available  for  sale.   Approximately   $281,000  was
   capitalized at September 30, 1999. Software  development costs incurred prior
   to  establishment  of  technological   feasibility  are  charged  to  product
   development expense.

   Direct-Response Advertising

   Advertising  costs  associated  with   direct-response   advertising,   whose
   primary  purpose is to elicit sales to  customers  who could be shown to have
   responded  specifically to that  advertising,  are capitalized and recognized
   ratably  in the future as a  percentage  of actual  period to total  revenues
   anticipated  from such  advertising.  Costs  associated with  direct-response
   advertising  include  mailing list  rental,  postage,  production,  and other
   associated promotional activities.

   Comprehensive Income

   In  June 1997,  the Financial Accounting Standards Board issued SFAS No. 130,
   "Reporting   Comprehensive  Income."   SFAS  No.  130  establishes  standards
   of reporting and displaying  comprehensive  income  and its components of net
   income  and  "other  comprehensive  income" in financial  statements.  "Other
   Comprehensive  Income"  refers  to revenues,  expenses, gains and losses that
   are   not   included   in   net  income  but  rather are recorded directly in
   stockholders' equity.

   Web Site Development Costs

   Certain   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, 1999,  $235,000 of these costs are
   included in other assets.

                                       7
<PAGE>

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


   Reclassifications

   Certain   reclassifications   have  been made to the 1998  amounts to conform
   with the 1999 presentation.

3. Loss per Share

   Basic  loss  per  share is computed based upon the weighted average number of
   common shares  outstanding  during each period  presented.  Stock options and
   warrants did not have an effect on the  computation  of diluted  earnings per
   share in the nine month periods ended  September 30, 1999 and 1998 since they
   were anti-dilutive.

4. Marketable Securities

   The    Company   accounts   for  its  investment  in  marketable   securities
   consisting  of shares of X-Ceed,  Inc.  common stock ("Xceed  Shares"),  as a
   trading security,  and therefore  records an unrealized  holding gain or loss
   each period determined by the market value of Xceed Shares at the end of each
   period.  On July 14, 1999,  the Board of Directors of the Company  called for
   redemption   all   outstanding   shares  of  the  Class  C  11  %  Cumulative
   NonConvertible  Redeemable  Preferred  Stock  ("Class  C  Preferred")  of the
   Company with a record date for such  redemption  of July 19, 1999. On July 1,
   1999,  the Company agreed with the holder of such shares of Class C Preferred
   (the "Holder") that in the event the Company called for redemption any of its
   shares of Class C Preferred  within 45 days,  the  Company  would sell to the
   Holder  53,815  Xceed  Shares  owned by the  Company at a price of $18.44 per
   Xceed Share, or $992,349 in the aggregate.  Such  transaction was consummated
   on July 19, 1999  resulting in a realized loss of $184,855 on the exchange of
   the Xceed shares  (representing  the difference  between the market price and
   the agreed upon exchange value of $18.44,  which is reflected in other income
   (expense)).

   On August 10, 1999, the  Company entered into an agreement  pursuant to which
   should  the  other  party  provide  assistance  to  the Company in finding or
   advising  with  respect to an acquisition or  acquisitions, the Company shall
   pay  a  fee  payable  in  shares  of  common  stock  of Xceed Inc. valued  at
   $13.375  per  share (the closing price thereof on the date of the agreement),
   equivalent  to  10%  of  the  purchase  price  of the acquisition(s), up to a
   maximum of $800,000.

5. Stockholders' Equity

   In   January   1999,   the  holder  of all  930  shares  of the  Class  A 14%
   Cumulative  Non-Convertible  Redeemable Preferred Stock ("Class A Preferred")
   of the Company  exchanged such Class A Preferred  shares for (i) the issuance
   of 930 shares of the Class C Preferred of the  Company,  (ii) the issuance of
   warrants to purchase  260,000 shares of Common Stock, at an exercise price of
   $1.0625 per share,  exercisable immediately and expiring in January 2006, and
   (iii) a payment of $7,134  representing all accrued  dividends on the Class A
   Preferred  through the effective  date of such exchange.  The  Certificate of
   Designations  with  respect to the Class C  Preferred  authorizes  a class of
   1,000 shares of Class C Preferred. Holders of shares of Class C Preferred are
   entitled to (a)  cumulative  dividends  of $110 per share per annum,  payable
   semi-annually  on June 30 and December 31, of each calendar year,  commencing
   on June 30, 1999,  (b) a  liquidation  preference of $1,000 per share and (c)
   the right to elect one director in the event the Corporation  fails to tender
   in full three consecutive  semi-annual  dividend payments.  In addition,  the
   Company has the right to redeem the Class C Preferred,  in part or whole,  at
   any time,  upon payment of $1,000 per share of Class C Preferred.  See Note 4
   above.

                                       8
<PAGE>


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


   In  February  1999,  the  Company  issued 183,333  shares of its common stock
   pursuant to the  exercise  of  warrants  to purchase  such shares at $.03 per
   share, for aggregate consideration of $5,500.

   On  April 6, 1999, the Company entered  into  certain financial advisory  and
   investment  banking  agreements  whereby  the  Company  issued   warrants  to
   purchase  100,000  and  45,000  shares,  respectively, of common stock of the
   Company  at  an exercise price of $1.125.  The warrants are  exercisable  for
   the  period  from  April  6, 2000 through  April 6, 2004.  The warrants  were
   valued at $69,742 and $31,523, respectively, and the related deferred charges
   are included in other  assets.  The Company  also issued  options to purchase
   25,000  shares of its common stock to employees of its legal  counsel,  at an
   exercise price of $1.03125.  These options were valued at $20,462. Options to
   purchase   13,625  shares  of  these  25,000  shares  of  common  stock  were
   subsequently cancelled.

   On  June 9,  1999, the  Company sold an aggregate of 525,000 shares of Common
   Stock  for  aggregate  gross  proceeds  of  $1,050,000,   before   associated
   transaction costs of $61,644, to twenty-two accredited investors.

   On  July  1,  1999, the Company sold an aggregate of 762,653 shares of common
   stock for aggregate  gross  proceeds of  $1,510,000  to 45 investors,  before
   associated  transaction  costs of $294,460,  in a private  placement in which
   Joseph Stevens & Company, Inc. acted as placement agent.

   In  July  1999,  the  Company  issued  50,000  shares of common  stock to the
   members of its corporate counsel in payment of certain legal fees due to such
   law firm. See Note 8.

   On  July  14,  1999,  the   Board of  Directors  of the  Company  called  for
   redemption all outstanding  shares of Class C Preferred of the Company with a
   record date for such redemption of July 19, 1999. See Note 4.

   On  July 20, 1999  the  Company  issued   warrants  to  purchase an aggregate
   of  225,000  shares  of its  common  stock at an  exercise  price  of  $2.00,
   through July 20, 2004, in connection with a  five-year  consulting agreement.
   Such warrants were valued at $605,250 and are being amortized  over  the term
   of the related consulting agreement.

   During  the  period   September   through   October 1999,   the  Company sold
   units  in  a private  placement,  each unit consisting of one share of common
   stock  plus  one-quarter of a warrant. Each warrant will allow the subscriber
   to  purchase  one  share of common  stock at $2.75 per share for a three year
   period  from date of  sale.  In the  quarter  ended  September  30, 1999, the
   Company sold 82,354  units for   aggregate   gross  proceeds of $175,000 to 6
   accredited  investors.  In October 1999, the  Company  sold 434,059 units for
   aggregate gross proceeds of $922,375 to 11 accredited investors.

6. License of Technology

   On  June  14,  1999  the  Company   entered  into  an  agreement  to  license
   certain of its proprietary  technology to an unrelated entity in  return  for
   certain future  payments  totaling  $275,000.  The Company  has  recorded the
   present value of the payments as a note  receivable and included  a  $211,006
   gain on the licensing of the technology in other income.

7. Litigation

   On   January   30,   1998,  an action was  commenced  against the Company and
   certain current and former  officers,  in  which  plaintiffs  allege that, in
   October 1997,  the  plaintiffs  purchased an  aggregate  of 296,333 shares of
   the

                                       9
<PAGE>

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

     Company's  common  stock  (adjusted  for  the  May  28, 1998  three-for-one
     reverse  stock  split) for gross  proceeds of $919,495  based upon  certain
     allegedly  misleading  statements made to one of the plaintiffs  which were
     allegedly designed to deceive plaintiffs as to the Company's true financial
     state.  Plaintiffs  seek  recision of their  investment,  a return of their
     purchase  price and certain other relief.  The Company  believes that these
     claims are without merit and is vigorously defending itself in this action.
     The Company has denied the plaintiffs' allegations and asserted affirmative
     defenses,  including  that  the  plaintiffs'  subscription  agreements  bar
     plaintiffs'  claims,  and has  asserted  counterclaims  that,  among  other
     things,  plaintiffs  breached certain of the  representations  contained in
     their  subscription  agreements,  that one of the  plaintiffs  breached his
     fiduciary duties to the Company and that plaintiffs' violated Section 13(d)
     of the Exchange Act by filing a materially  false and  misleading  Schedule
     13D with  respect to the Common  Stock.  This case is  awaiting  dipositive
     motions and/or a trial date.

     In  the  fourth  quarter of  1998,  an  action  was  commenced  against the
     Company in California in which plaintiff is seeking $300,000 in damages for
     the Company's  alleged violation of a lease for office space located in San
     Jose,  California.  The Company  believes that  plaintiff's  claims in this
     action are without  merit and intends to  vigorously  defend itself in this
     action.  The  Company  has  filed an  answer  in this  action  denying  the
     plaintiff's  allegations.  This action is currently in the discovery  stage
     and is scheduled for non-binding mediation.

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

8.   Related Party Transactions

     During  the  nine  months  ended  September 30, 1999, the Company  incurred
     approximately  $300,000  of legal fees to a law firm of which a director of
     the  Company is a member.  Approximately  $57,000  owed to such law firm is
     included in accounts  payable at September 30, 1999.  In July 1999,  50,000
     shares of common  stock  (valued  at  $181,250  on the date of issue)  were
     issued  to the  members  of this law firm in  payment  of  legal  fees.  In
     addition,  in June and July  1999,  options to  purchase  an  aggregate  of
     100,000 shares of common stock were granted to the members of this law firm
     at exercise prices of $2.75 and $3.08 per share. Options to purchase 75,000
     of these shares were granted under the Company's  1994 Long Term  Incentive
     Plan.

9.   Foreign and Domestic Operations

     The   Company   conducts   its   business   within  the  computer  software
     industry.  Foreign  and  domestic  operations  for the  nine  months  ended
     September 30, 1999 and 1998, were as

<TABLE>
<CAPTION>
                                     United States   International  Consolidated
                                     -------------   -------------  ------------
September 30,1999:

<S>                                   <C>              <C>          <C>
Net                                   $ 5,073,298      $8,594,653   $13,667,951
                                      ===========      ==========   ===========

Loss before income taxes              $(2,393,393)     $ (643,396)  $(3,036,789)
                                      ===========      ==========   ===========

September 30,1998:

Net sales                             $ 5,844,355      $6,381,949   $12,226,304
                                      ===========      ==========   ===========

Income (loss) before income taxes     $(3,383,947)     $1,629,887   $(1,754,060)
                                      ===========      ==========   ===========
</TABLE>

                                       10

<PAGE>

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

     10.  Commitments and Contingencies

     In  September  1997,  the  Company   applied  for a closing  agreement with
     the IRS pursuant to which we would become jointly and severally  liable for
     the  tax  obligations  of  Software  Publishing   Corporation   ("SPC'),  a
     subsidiary  of  the  Company,  upon  occurrence  of  a  "triggering  event"
     requiring recapture of dual consolidated losses previously utilized by SPC.
     The Company  acquired SPC in December 1996.  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 Company  received  notification  from the IRS that the IRS has
     determined  not to act on its  application  until such time as SPC  submits
     certain filings pertaining to pre-acquisition  consolidated tax year return
     filings  made  by SPC.  The  Company  intends to submit these filings in an
     application for  relief  shortly.   The  Company  believes  that should the
     IRS accept the application for relief,  and once the  re-application  for a
     closing  agreement  is  made,  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 our
     future  ability  to sell SPC.  The  report  of our  auditors  covering  the
     December 31, 1998 consolidated  financial  statements  contains a paragraph
     emphasizing these dual consolidated losses.

     The  Company  has  entered  into  a five-year consulting agreement pursuant
     to which the Company is required to pay .30% of its net revenue (subject to
     an annual  minimum fee of $125,000,  and an annual maximum fee of $250,000)
     to the consultant.  The term of the agreement may be extended an additional
     eighteen  months if the Company reports annual net revenues of $40,000,000,
     and an additional  eighteen months should net revenues exceed  $60,000,000.
     At September 30, 1999 the Company has accrued  $93,750 in  connection  with
     this agreement.

     On  July  14,  1999,  the Company  entered  into  a  three year  employment
     agreement with the Company's President and Chief Executive Officer, Mark E.
     Leininger.  Under the terms of the  agreement,  Mr.  Leininger will receive
     $162,500 base pay with minimum $10,000 annual  increases during the term of
     the  agreement.  Such  annual  increases  may  be  revised  upward  at  the
     discretion of the  Compensation  Committee of the Board of  Directors.  Mr.
     Leininger will receive a $25,000 bonus upon the Company's attainment of its
     first  profitable  fiscal  quarter.  Mr.  Leininger  will  also  receive  a
     quarterly bonus of 3% of the Company's income before  extraordinary  items.
     In the  event of a change  of  control,  the  agreement  provides  that Mr.
     Leininger shall have the right to terminate the employment agreement within
     six months  thereafter,  and  receive  payment of three  times the  average
     annual  cash  compensation  paid by the Company to Mr.  Leininger  over the
     previous  five  years,   less  $1.00.   The  agreement   further   contains
     restrictions on the employee  engaging in competition  with the Company for
     the  term  thereof  and  for  up to one  year  thereafter,  and  provisions
     protecting the Company's proprietary rights and information.

     On  July 14, 1999  the  Company  entered  into a sublease agreement for its
     corporate  headquarters.  Under the sublease  agreement the Company  leases
     4,787 square feet of commercial  office space commencing  September 1, 1999
     for a fixed annual rental of $119,675.  The lease runs through  January 31,
     2003.

     On  July 27, 1999  the  Company  entered into  a  minimum  annual  purchase
     commitment of approximately $230,000 with a distributor of certain software
     the Company intends to sell in its direct mail operation.

11.  Subsequent Events

     On  October  29,  1999  the  Company  entered  into  a  letter of intent to
     acquire Renaissance Multimedia, a New York City based digital communication
     company focused on building  internet web sites and businesses  through use
     of new media, in a cash and stock transaction.

                                       11
<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, that are not based
on historical facts, include "forward- looking statements" within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements included
in this Form 10-QSB  involve known and unknown  risks,  uncertainties  and other
factors  which  could  cause  the  actual  results,  performance  (financial  or
operating)  or  achievements   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,  current  conditions and the most recent results of
operations.   Forward-looking  statements  may  be  identified  by  the  use  of
forward-looking   terminology  such  as  "may,"  "will,"  "expect,"   "believe,"
"estimate," "anticipate," "continue" or similar terms, variations of those terms
or the negative of those terms. Potential risks and uncertainties include, among
other things, such factors as:

     -    the overall  level of business  and  consumer  spending  for  computer
          software,
     -    the market  acceptance and amount of sales of the Company's products,
     -    the extent that the  Company's  direct  marketing  programs achieve
          satisfactory  response  rates,
     -    the ability of the Company to obtain sufficient supplies of successful
          products,
     -    the efficiency of the Company's  telemarketing  operations,
     -    the competitive environment within the computer  software  and direct
          marketing  industries,
     -    the Company's ability to raise additional capital,
     -    unforeseen operational difficulties and financial losses due to year
          2000 computer  problems,
     -    the   cost-effectiveness   of  the   Company's   product   development
          activities,
     -    the extent to which the Company is successful in developing, acquiring
          or licensing products which are accepted by the market,
     -    the  success  of  the  Company's  VisualCities.com  Internet commerce
          network  and other  Internet  programs,
     -    the  success of the Company's expansion into Internet service
          offerings,
     -    the ability to obtain from the  Internal  Revenue  Service (the "IRS")
          relief to make the appropriate  election under the Internal Revenue
          Code of 1986,  as amended ( the  "Code"),  which would permit
          reporting dual consolidated  losses by SPC; approval by the IRS of our
          application  for a closing  agreement,  and  approval  by the IRS of a
          similar  application for a closing  agreement in the event the Company
          chooses to sell SPC in the future, and
     -    the other  factors and  information  disclosed and discussed
          elsewhere in 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.  The Company
undertakes  no  obligation  to  publicly  update or revise  any  forward-looking
statements, whether as a result of new information, future events or otherwise.

Business

The  Company  makes  and  sells  computer  software products for both the United
States  domestic and  international  markets and has entered into the e-commerce
and  internet  services  business   initially  through  its  Internet  web  site
VisualCities.com.  Most of the Company's products are visual communication tools
comprised of desktop  publishing,  presentation  graphics  and  graphics/drawing
software for the corporate,  SOHO and consumer markets.  The Company's web site,
VisualCities.com, focuses on content and e-commerce associated with these visual
communication  tools. Our products are intended to allow the user to improve the
visual and graphical  appeal as well as the overall  effectiveness  of documents
and digital images  produced by either the Company's or third  parties'  desktop
publishing,  web publishing,  presentation graphics, e-mail, word processing and
other  similar  applications  and  products.  We  currently  offer  twenty-eight
products that operate on the  Windows(R) 98, Windows 95, Windows NT(R) , Windows
3.1 and DOS operating  systems

                                       12

<PAGE>

for  IBM  personal  computers  and  compatibles.  We also sell software products
together  with certain  computer  hardware,  such as "mouse  pens," new personal
computers and digital cameras. We have established a multi-channel  distribution
system utilizing  direct mail,  telemarketing,  retail,  corporate and OEM sales
channels and also disseminate  some of our software  programs over the Internet.
The Company currently  derives  substantially all of its net sales from products
sold directly to end-users by its direct mail and telemarketing  centers, and to
retailers, distributors and corporate purchasers by its internal sales force and
independent sales representatives. We estimate that approximately 91% of our net
sales for the nine  months  ended  September  30,  1999 (the  "1999  Nine  Month
Period") were  generated  through the Company's  direct sales and  telemarketing
efforts,  compared to 83% of our net sales for the period  ended  September  30,
1998 (the "1998 Nine Month Period").

North  America  and  International  net  sales  for the  three  and nine  months
September 30, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>

                       Three Months Ended September 30,              Nine Months Ended September 30,
                    --------------------------------------       ---------------------------------------
                          1999                  1998                    1999                   1998
                    -----------------    -----------------       ------------------     ----------------
                    Amount       %       Amount        %          Amount         %      Amount        %
                    ------      ---      ------       ---         ------        ---     ------       ---
<S>                 <C>         <C>      <C>          <C>         <C>           <C>     <C>          <C>
North America       $1,584,050   36      $2,013,761    48         $ 5,073,298    37     $ 5,844,355   48
International        2,786,187   64       2,209,564    52           8,594,653    63       6,381,949   52
                    ----------  ---      ----------   ---         -----------   ---     -----------  ---
Net Sales           $4,370,236  100      $4,223,325   100         $13,667,951   100     $12,226,304  100
                    ==========  ===      ==========   ===         ===========   ===     ===========  ===
</TABLE>


We believe  that end users are  continuing  to migrate  from the Windows 3.1 and
Windows 95  environments  to the  Windows NT and  Windows  98  platforms  and to
Internet   computing.   We  expect   increased   competition,   including  price
competition,  in the  computer  software  and  hardware  markets in the  future.
Several of our competitors  sell suites of products which include  products that
directly  compete with our products.  We believe that these offerings of product
suites have and will  continue to adversely  affect sales of our products as the
individual  products  within the suites  continue  to gain  increased  levels of
inter-operability  and  functionality.  The Company  currently  does not offer a
suite of general  purpose  office  products;  however,  we  currently  offer one
product suite, Serif Publishing Power Suite, as well as products that complement
competitive suite products.

We are  currently  substantially  dependent  upon  sales  of our  Serif  line of
software programs. Microsoft Corporation,  Corel Corporation,  Adobe Systems and
others sell  products  targeted for  substantially  the same market as the Serif
product line, some of which are included in product suites.

The Company recently has launched a new web site entitled VisualCities.com.  The
web  site  is  a  niche  internet   commerce  network  which  provides  targeted
information,  content,  goods and services to visual  communication  users.  The
Company  intends  to  utilize  this web site to sell its  products  and create a
gathering place for individuals with interest in visual communication  products.
The Company expects the web site to achieve full functionality by January 2001.

We believe that in order to increase net  revenues,  we must continue to develop
and  introduce  new  technologies  and products  internally,  obtain  additional
technologies  and products  through  strategic  alliances and  acquisitions  and
introduce  new  marketing  strategies  to include  strengthening  our  marketing
through e-commerce and the Internet.  We intend to utilize our core competencies
in direct marketing,  telemarketing,  sales, customer and technical service, and
fulfillment  capabilities to provide these services to the e-commerce community.
Any inability or delay in executing these strategies,  difficulties  encountered
in introducing  new products or marketing  programs,  or failures of our current
and future  products  to compete  successfully  with  products  offered by other
vendors,  could  adversely  affect  our  performance.  The  Company's  growth is
expected  to require  increases  in the number of  employees,  expansion  of our
e-commerce and Internet sites,  expenditures  for new product  development,  the
acquisition of product  rights,  sales and marketing  expenses,  and general and
administrative expenses.

                                       13
<PAGE>

Strategy

The Company has begun  implementing  a strategy that  includes  becoming a fully
integrated  provider of e-services by capitalizing on its core  competencies and
complementary acquisitions. The strategy is summarized below:

E-Services

The Company  believes  there is an  accelerating  trend to provide e-services to
Internet  business  owners.  These  e-services  include  the ability to cure the
customer service frustrations that presently exist on the Internet.  The Company
believes that it can become a major back office  customer and technical  service
provider as well as provide  other  necessary  services  to Internet  e-commerce
businesses by leveraging its core competencies, which include:

-    International  Call  Centers   and  Warehouse  Fulfillment Capabilities: We
     have call centers  and  fulfillment  operations  in  the  United States and
     Europe  which can be used to provide customer services to our customers and
     third parties.

-    Provider   of   Call   Center  Technology   Services:   The   Company    is
     becoming a provider of click through  technology  services that  provides a
     web user access to a live person for assistance on the web through  on-line
     chat or real time audio and/or  video.

-    Direct   Marketing   Services:   Our  core   software and direct  marketing
     business   utilizes   in-house   expertise  to  elicit   responses  to  our
     international  call  centers  from our mail  programs  of direct  marketing
     advertisements.

VisualCities.Com

The   Company   recently  launched   its   VisualCities.com   internet  commerce
network.  The Company hopes to leverage its large  installed  base of customers,
direct marketing capabilities, and international brand recognition to draw users
to this web site. The Company intends to ultimately  offer the  VisualCities.com
user  focused  content  within a  studio-based  format  reflecting  seven visual
communications  markets:  1) digital imaging;  2) animation;  3) art gallery; 4)
drawing; 5) presentation graphics; 6) desktop publishing; and 7) web publishing.
Four of these studios are  currently  included in the web site. We envision that
the Company will generate  revenue from a number of sources  including  links to
other web sites, sale of Company and third party products, brokerage of clip-art
and other  content,  advertising  and other  ancillary  services  related to the
visual communication toolset.

Acquisitions

The Company believes that by providing a greater spectrum of web capabilities it
will broaden its appeal to become a leading web service provider.  In connection
with that  strategy, the Company has entered  into a letter of intent to acquire
Renaissance  Multimedia,  a New York City based  digital  communication  company
focused on building internet web sites and businesses  through use of new media.
The  Company  is also  exploring other strategic acquisitions  both domestically
and  internationally,  including    the  acquisition   of  one or more companies
engaged  in the  business  of  designing  and  implementing  internet backbones,
all of which we expect to strengthen our e-service capabilities.

On a combined basis, we expect to be able to provide a fully integrated range of
e-business services,  including web site design,  e-business building,  internet
backbone design and  implementation,  direct  marketing  services,  customer and
technical support services, and fulfillment.

                                       14

<PAGE>


Results of Operations

Comparison of the Three and Nine Month Periods Ended September 30, 1999 and 1998

Net Sales:  Net sales for the quarter ended  September 30, 1999 (the "1999 Third
Quarter")  increased  $146,911,  or 3%, to  $4,370,236  from  $4,223,325  in the
quarter ended September 30, 1998 (the "1998 Third  Quarter").  Net sales for the
1999 Nine  Month  Period  increased  $1,441,647,  or 11%,  to  $13,667,951  from
$12,226,304 in the 1998 Nine Month Period. The increase in net sales in the 1999
Third Quarter and 1999 Nine Month Period  resulted  primarily  from sales of the
Company's  Go  Digital  Camera  Pak  direct  response  promotion,  which was not
available  for sale in the 1998 Nine Month  Period.  The  Company  provided  for
returns and  allowances  at 14% and 10% of gross sales in the 1999 Third Quarter
and  1999  Nine  Month  Period,  respectively,   as  compared  to  10%  and  8%,
respectively,  of gross  sales in the 1998  Third  Quarter  and 1998 Nine  Month
Period, primarily as a result of a shift to increased hardware sales which has a
greater rate of returns and allowances.

Cost of Goods Sold and Gross Profit: Cost of goods sold increased  $191,564,  or
17%, to $1,295,437  in the 1999 Third Quarter from  $1,103,873 in the 1998 Third
Quarter. Cost of goods sold increased  $1,545,881,  or 55%, to $4,353,055 in the
1999 Nine Month Period from $2,807,174 in the 1998 Nine Month Period. The higher
costs are due to the increase in sales volume and a change in the product mix to
a greater  proportion of hardware compared to software sales. The Company's cost
of goods sold  consists  primarily of product  costs,  royalties  and  inventory
allowances for damaged and obsolete products. Product costs consist 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.  Gross
profit  for the 1999 Third  Quarter  was 70%  compared  to 74% in the 1998 Third
Quarter. Gross profit for the 1999 Nine Month Period was 68% compared to 77% for
the 1998 Nine Month  Period.  The  decline in gross  margins  for the 1999 Third
Quarter and 1999 Nine Month  Period  reflects a change in product mix  resulting
primarily  from higher  proportion  of  hardware  versus  software  sales in the
comparative  periods due to the Company's Go Digital Camera Pak  promotion,  and
the  delay  in the  introduction  of  additional  software  products  originally
expected during the 1999 Nine Month Period.

Gross  profit  may be  affected  from  time to  time by the mix of  distribution
channels used, mix of products sold and the timing of product introductions, the
mix of international  versus domestic revenues,  promotional  pricing and rebate
offers, as well as by return  privileges and marketing  promotions in connection
with  new  product  introductions  and  upgrades.  These  promotions  may have a
negative  influence on average  selling prices and gross  margins.  In addition,
gross  margin is  expected  to  fluctuate  on a  quarterly  basis as the Company
utilizes alternative direct response  promotions.  Gross margins have also been,
and may continue to be, adversely affected by competitive  pricing strategies in
the industry as a whole, including competitive upgrade pricing, the OEM business
and alternative licensing arrangements.

Selling,   General   and   Administrative   Expenses:   Selling,   general   and
administrative  expenses for the 1999 Third Quarter increased $888,658,  or 23%,
to $4,130,971  from $2,977,014 in the 1998 Third Quarter.  Selling,  general and
administrative expenses for the 1999 Nine Month Period increased $3,317,004,  or
28%, to  $11,852,316  from  $8,535,311 in the 1998 Nine Month  Period.  Selling,
general and administrative expenses increased primarily as a result of increased
catalog and direct  mail costs,  including  the cost of  developing  an expanded
direct-response  list in the United States and the introduction of a direct mail
program in Germany.  During the 1999 Third  Quarter,  the  Company  experienced,
primarily in its  European  operations,  what the Company  believes was a slower
return to normal seasonal business levels as well as a seasonally  induced lower
response rate,  which,  together with a higher than expected return rate for its
digital  cameras,  contributed  to a significant  increase in its direct mailing
costs,  which  were  disproportionate  to  revenue  generated.  The Company also
incurred increased costs  associated with the Company's  expansion into Germany.
Additional  charges   of  approximately  $229,000  and  $397,000  were  incurred
relating  to  consulting  agreements,  for  the 1999 Third Quarter and 1999 Nine
Month  Period,  respectively,  as  compared  to  $133,000  and  $145,000  in the
comparable  1998  periods.  The  Company  also  incurred  additional  costs   of
approximately  $18,000 and $79,000 for outside public relations services  during
the 1999 Third  Quarter  and 1999 Nine Month Period, respectively,  which it had
not  incurred  during the  comparable  1998 periods.

                                       15
<PAGE>

The Company  establishes  several of its marketing  expenditure  levels based on
expected net revenues. The Company periodically reviews and adjusts its variable
expenditure  levels based on actual sales volumes.  In the future, the Company's
cash flows,  net revenues and operating  results could be adversely  affected by
these and other factors, such as delays in new product introductions,  delays in
receiving single sourced (e.g., digital cameras) or other manufactured products,
the mix of product sales or distribution channels and customer choices regarding
operating systems.

Amortization  of Acquired  Software and Goodwill:  This represents the Company's
amortization of acquired software and goodwill  associated with its acquisitions
of Serif and SPC.

Unrealized Holding Gain on Marketable Securities: The unrealized holding gain of
$155,931 in the 1999 Third Quarter and $1,576,077 in the 1999 Nine Month Period,
represents  the  increase in value of the  Company's  investment  in  marketable
securities for the 1999 Third Quarter and 1999 Nine Month Period,  respectively.
On July 14, 1999,  the Board of Directors of the Company  called for  redemption
all  outstanding  shares of Class C Preferred Stock of the Company with a record
date for such  redemption  of July 19, 1999.  In a July 1, 1999  agreement,  the
Company  agreed with the holder of all  outstanding  shares of Class C Preferred
Stock that in the event the Company  called for  redemption any of its shares of
Class C Preferred  Stock  within 45 days,  the Company  would sell to the Holder
53,815 Xceed Shares, owned by the Company, at a price of $18.44 per Xceed Share,
or $992,349 in the aggregate. Such transaction was consummated on July 19, 1999,
leaving  the Company  with  66,185  shares of Xceed  common  stock.  The Company
realized a loss of $184,855 on the transaction.

Product  Development:  Product  development  expenses for the 1999 Third Quarter
increased $58,450,  or 27%, to $212,230 from $154,780 in the 1998 Third Quarter.
Product  development  expenses for the 1999 Nine Month Period declined $447,782,
or 93%,  to  $479,574  from  $927,356  in the 1998 Nine  Month  Period.  Product
development  costs as a percentage  of net sales were 4.8% and 3.5% for the 1999
Third  Quarter and 1999 Nine Month  Period,  respectively,  compared to 3.6% and
7.6% in the 1998 Third  Quarter and 1998 Nine Month  Period,  respectively.  The
Company  capitalized  approximately  $281,000 of its product  enhancement  costs
associated  with  product  designs  where  technological  feasibility  has  been
established.  All other  development  costs  have been  expensed  in the  period
incurred.  The  Company  intends to  continue  to acquire  externally  developed
technology,  explore  strategic  alliances  and other  methods of  acquiring  or
licensing  technology,  and invest in  certain  internal  development  projects,
including the updating of existing  products.  The Company believes that product
development  expenses may increase in dollar amount in the future,  although the
Company's long-term goal is to continue to reduce product development costs as a
percentage  of sales.  Because of the  inherent  uncertainties  associated  with
software  development  projects,  there can be no assurance  that the  Company's
research and development efforts will result in successful product introductions
or increased revenues or profitability.

Other  expense  (income):  Other  expense  (income)  for the 1999 Third  Quarter
decreased  $242,978,  or 126%,  to  $192,330  from  $(50,648)  in the 1998 Third
Quarter.  For the 1999 Nine  Month  Period,  other  income  (expense)  increased
$4,109, or 5%, to $76,545 from $72,436 in the comparable 1998 Nine Month Period.
The decline in the quarter was primarily  related to a realized loss of $184,855
on the exchange of 53,815  shares of Xceed stock to redeem the Class C Preferred
Stock and pay associated cumulative dividends.  The realized loss of $184,855 in
the 1999 Third Quarter and 1999 Nine Month Period was more than offset by income
from the  licensing of certain  software  technology of  approximately  $211,000
which occurred in the second quarter of 1999.

Liquidity and Capital Resources

The Company's cash and cash  equivalents  decreased by $1,439,828 to $933,684 at
September 30, 1999 from $2,377,648 at December 31,1998, primarily as a result of
using  $3,383,140 of cash for operations and $368,317 for investing  activities.
The Company  received  net  proceeds of  $2,378,896  from the sale of its common
stock and  warrants  in the 1999 Nine Month  Period.  The  Company  had  working
capital of $87,014 at  September  30,  1999,  a decrease  of  $348,058  from the
Company's  working capital at December 31, 1998 of $435,072,  which decrease was
attributable to the losses incurred in the Company's business operations.

                                       16
<PAGE>

The  Company  believes  that  its  existing  cash and cash  equivalents and cash
generated from  operations,  if any,  should be sufficient to meet its currently
anticipated  liquidity and capital expenditure  requirements for the next twelve
months.  The Company is pursuing an offering of the  Company's  common  stock or
other securities to raise approximately  $10,000,000;  however,  there can be no
assurance that the Company will be successful in completing such an offering, or
that  the  terms of such  offering  will be  beneficial  to the  Company  or its
stockholders.  The Company would utilize  proceeds of such an offering to pursue
acquisition  targets,  expand its  VisualCities.com  Internet  commerce network,
including promotional activities, develop its Internet services capabilities and
its application service provider status, expand its European operations, develop
additional software products,  and fund its other working capital  requirements.
There can be no  assurance,  however,  that the Company  will be  successful  in
attaining its sales or strategic  goals,  or that attaining such goals will have
the desired  effect on the Company's cash  resources.  The Company has 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, 1999,
with  its  primary  bank  in  the  United  Kingdom,  and  which  is  secured  by
substantially  all of the  assets  of Serif  (Europe)  Limited.  There can be no
assurance that the Company will be able to obtain  additional  financing,  if at
all, or that such financing will be on terms acceptable to the Company.

The Company's  operating  activities for the 1999 Nine Month Period used cash of
$3,383,140,  primarily related to increased direct marketing  expenditures,  the
development  of  its  Internet  e-commerce  network  VisualCities.com,  European
expansion,  and the costs  associated  with the  development of future  software
products. The Company intends to continue to utilize its working capital in 1999
for Internet  web site  development,  European  expansion,  securing  additional
digital camera supplies,  product  development,  marketing and  advertising,  to
finance the higher  level of  inventory  and  accounts  receivable  necessary to
support an anticipated  increase in sales, for capital  expenditures,  including
the purchase of computer and internet services  equipment,  and for internal and
external  software  development.  However,  the Company's cash  requirements may
change depending upon numerous factors, including,  without limitation, the need
to finance the  licensing  or  acquisition  of third  party  software as well as
increased  inventory and accounts  receivable arising from the sale and shipment
of new products.

On  October  29,  1999 the  Company  entered  into a letter of intent to acquire
Renaissance  Multimedia,  a New York City based  digital  communication  company
focused on building internet web sites and businesses  through use of new media,
in  a  cash  and stock transaction.  The Company  contemplates that this will be
the first of several  intended   acquisitions in connection with the fulfillment
of its business strategy.

In the 1999 Nine Month Period, approximately 63% of the Company's net sales were
generated  outside  the United  States as compared to 52% in the 1998 Nine Month
Period.  The Company  expects  that the  percentage  of net sales  derived  from
international  net sales may  continue to increase as it continues to expand its
foreign sales operations.  The Company's  exposure to foreign currency gains and
losses is partially  mitigated as the Company incurs  operating  expenses in the
principal  foreign  currency  in  which it  invoices  foreign  customers.  As of
September 30, 1999, 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.

The Company has entered into a five-year  consulting agreement pursuant to which
the Company is  required  to pay .30% of its net  revenue  (subject to an annual
minimum  fee of  $125,000,  and  an  annual  maximum  fee  of  $250,000)  to the
consultant.  The term of the agreement  may be extended an  additional  eighteen
months if the  Company  reports  annual  net  revenues  of  $40,000,000,  and an
additional eighteen months should net revenues exceed $60,000,000.  At September
30, 1999 the Company has accrued $93,750 in connection with this agreement.

On July 27, 1999 the Company entered into a minimum annual  purchase  commitment
of  approximately  $230,000 with a distributor  of certain  software the Company
intends to sell in its direct mail operation.  The Company  anticipates  that it
will fulfill such commitment from its operational resources.

The Company has a backlog of  approximately  $450,000  as of September 30, 1999,
relating to digital cameras and software.

                                       17
<PAGE>


Net Operating Loss Carryforwards; Possible Tax Obligation

We  estimate  our  consolidated  tax  net  operating  loss  carryforwards  to be
approximately  $84  million at December  31,  1998,  which  expire in years 2002
through 2018, and our general business credit carryover to be approximately $1.5
million,  which expires in years 2005 and 2006. These  carryforwards are subject
to certain  limitations  described  below.  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 carry forwards of SPC may be further limited by reason of the  consolidated
return/separate return limitation year rules. In addition, the SPC net operating
loss  carryforwards  are also  subject to the  additional  limitation  that such
losses can only be utilized  to offset the  separate  taxable  income of SPC. 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;  losses
incurred   thereafter   can  be  fully  utilized  until  expired  under  present
circumstances.  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.

In  September  1997,  we  applied  for  a  closing  agreement  with the Internal
Revenue  Service  (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. The Company  acquired SPC in December 1996.  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.
We received  notification from the IRS that the IRS has determined not to act on
our application  until such time as SPC submits  certain  filings  pertaining to
pre-acquisition filings made by SPC. The Company intends to submit these filings
in an application for relief shortly.  The Company  believes that should the IRS
accept the application  for relief,  and once the  re-application  for a closing
agreement is made, the IRS should agree to such a closing. 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 our future  ability to sell SPC. The report of our  auditors  covering
the December 31, 1998  consolidated  financial  statements  contains a paragraph
emphasizing these dual consolidated losses.

Year 2000 Compliance Issues

Many currently  installed  computer  systems and software  products are coded to
accept only  two-digit  entries in the date code  field.  These date code fields
will need to accept four digit entries to distinguish twenty-first century dates
from twentieth  century dates.  As a result,  in less than two months,  computer
systems and software  used by some  companies  may need to be upgraded to comply
with such "Year 2000" requirements.

We have been in the process of conducting a review of issues related to our Year
2000 compliance. This review was intended to determine the effect of the turn of
the  century  on  the  operability  of  our  products,   internal  and  external
information technology ("IT") systems,  non-IT systems we utilize to conduct our
business  and  other  internal  and  external  processes  which may  impact  our
operations. In connection with this evaluation, we have reviewed our vendors and
suppliers for Year 2000 compliance and to effect changes where necessary.

This review has been  conducted in three phases.  The first phase  encompassed a
review of all of our  products,  internal  and  external  systems/processes  and
vendors and suppliers for Year 2000  compliance.  The second phase corrected all
items  identified as  non-compliant  and essential to our operations.  The third
phase is  contemplated  to be a second review to ensure year 2000 compliance and
interoperability of all systems/processes. The Company is currently in the third
phase of its review process.

                                       18
<PAGE>

We have been  conducting our review with our current  resources and believe that
we have sufficient  resources to complete the review process in a timely manner.
We identified one IT system that was replaced.  The Company  expended a total of
approximately  $80,000 in its year 2000  compliance  review  and  implementation
efforts through September 30, 1999, and anticipates  additional  expenditures of
approximately  $20,000 to complete such review and implementation  efforts.  The
Company has not  determined,  at this time,  however,  what costs and efforts we
would  incur to  implement  any  necessary  corrections  should  any  additional
deficiencies be found.

We produce computer application  software.  We believe the products that we have
developed  within the last several  years are Year 2000  compliant and we are in
the  process of  comprehensively  re-testing  such  products.  We are  currently
reviewing  products sold by the Company prior to 1994 for Year 2000  compliance,
some of which we have  determined  are not Year  2000  compliant.  We  currently
believe that we have no material  liability  concerning any of our products with
respect to Year 2000 requirements.

The Company has  evaluated  and  determined  that its direct mail  telemarketing
operation systems would have a significant impact on the Company if it failed to
operate properly in the year 2000. Based on a cost-benefit analysis,  management
has  instituted a  contingency  plan whereby  either its Europe or United States
telemarketing  operations would support the other operation in the event that it
failed.  Management  believes  that it is unlikely  that both systems would fail
simultaneously, and has no contingency plans for such an event.

Seasonality

The  computer   software  and  digital  camera  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 and digital  cameras during the year-end  holiday
buying  season and reduced  demand for software and digital  cameras  during the
European  Easter and summer vacation  period.  The Company expects its net sales
and  operating  results to continue to reflect this  seasonality.  The Company's
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  the  Company  will  achieve  consistent  growth  or
profitability on a quarterly or annual basis.

Inflation

The Company  believes that inflation has generally not had a material  impact on
its operations.

                                       19
<PAGE>


                           PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

     Reference is  hereby  made  to  Item  3 of the  Company's  Annual Report on
     Form 10-KSB,  for the fiscal year ended December 31, 1998,  filed April 15,
     1999 (Commission File No.: 1-14076),  and to the references therein,  for a
     discussion of all material  pending legal  proceedings to which the Company
     or  any  of  its  subsidiaries  are  parties.   See  Note  7  to  condensed
     consolidated financial statements.

Item 2.   Changes in Securities and Use of Proceeds.

     On   September  15,  1999,  the  Company  sold  35,295   units  (each  unit
     consisting of one share of common stock plus  one-quarter of a warrant (the
     "Units")) to three  accredited  investors for aggregate  gross  proceeds of
     $75,000 in a self-offering  private placement.  Each warrant will allow the
     subscriber  to purchase  one share of common stock at $2.75 per share for a
     three-year  period  from date of sale.  The  issuance  of these units was a
     private  transaction  exempt from  registration  under  Section 4(2) of the
     Securities Act.

     On  September  24,  1999,   the   Company   sold   47,059   Units  to three
     accredited  investors  for  aggregate  gross  proceeds  of  $105,000  in  a
     self-offering private placement.  The issuance of these units was a private
     transaction  exempt from registration  under Section 4(2) of the Securities
     Act.

     On   October  13,   1999,   the  Company  sold   434,059   Units to  eleven
     accredited  investors  for  aggregate  gross  proceeds  of  $922,375  in  a
     self-offering private placement.  The issuance of these units 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 Holder.

     None

Item 5.   Other Information.

     On  October  29, 1999  the  Company  entered   into  a  letter of intent to
     acquire Renaissance Multimedia, a New York City based digital communication
     company focused on building  internet web sites and businesses  through use
     of new media in a cash and stock transaction.

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

     27   Financial Data Schedule


                                       20
<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 15, 1999                By:   /s/ Mark E. Leininger
                                            -------------------------------
                                                  Mark E. Leininger
                                            President and Chief Executive
                                            Officer (Principal Executive
                                            Officer)


Dated: November 15, 1999                By:   /s/ Alan W. Schoenbart
                                            -------------------------------
                                                  Alan W. Schoenbart
                                             Vice President - Finance, Treasurer
                                             and Chief Financial Officer
                                             (Principal Financial Officer)



                                       21

<PAGE>


                                  VIZACOM INC.
                                INDEX TO EXHIBITS


Exhibit No.  Description

27           Financial Data Schedule.








                                       22