SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001

                         COMMISSION FILE NUMBER: 1-14234


                        AUDIO VISUAL SERVICES CORPORATION
                    ----------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                     DELAWARE                       13-3466655
            --------------------------------------------------------
            (STATE OR OTHER JURISDICTION OF      (I.R.S. EMPLOYER
            INCORPORATION OR ORGANIZATION)       IDENTIFICATION NO.)


           111 WEST OCEAN BOULEVARD, SUITE 1110, LONG BEACH, CA 90802
               ---------------------------------------------------

               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (562) 366-0620

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 [ ]


The registrant had 25,057,346 shares of Common Stock (par value $0.01 per share)
outstanding as of November 9, 2001.


<PAGE>

                                                                               2
                                      INDEX

PART I    FINANCIAL INFORMATION
ITEM 1.   FINANCIAL STATEMENTS (UNAUDITED)

          Consolidated Balance Sheets as of
          September 30, 2001 and September 30, 2000............................3

          Consolidated Statements of Operations for
          the twelve months ended September 30, 2001 and 2000..................4

          Consolidated Statements of Operations for
          the three months ended September 30, 2001 and 2000...................5

          Consolidated Statements of Cash Flows for
          the twelve months ended September 30, 2001 and 2000..................6

          Consolidated Statement of Changes in Stockholders'
          Equity for the twelve months ended September 30, 2001
          and 2000.............................................................7

          Notes to Consolidated Financial Statements...........................8

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations.......................14

Item 3.   Quantitative and Qualitative
          Disclosures About Market Risk ......................................19

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings...................................................20

Item 2.   Changes in Securities...............................................20

Item 5.   Other Information ..................................................20

Item 6.   Exhibits and Reports on Form 8-K....................................21

SIGNATURES....................................................................23

<PAGE>


                                                                               3



                        AUDIO VISUAL SERVICES CORPORATION
                           CONSOLIDATED BALANCE SHEETS

                                                   SEPTEMBER 30,   SEPTEMBER 30,
ASSETS                                                 2001            2000
                                                    (UNAUDITED)      (NOTE 1)
                                                     ---------       ---------
                                                       (AMOUNTS IN THOUSANDS)
Current Assets:
Cash and cash equivalents                            $  15,147       $   1,272
Trade accounts receivable - net of allowance for
  doubtful accounts of $4,692 and $4,310 at
  September 30, 2001 and 2000, respectively             31,665          47,585
Prepaid expenses and other current assets                3,843          14,782
                                                     ---------       ---------
          Total Current Assets                          50,655          63,639
Property and equipment - net                            67,540          68,103
Goodwill - net                                         262,933         272,009
Other assets                                            10,892          10,538
                                                     ---------       ---------
          TOTAL ASSETS                               $ 392,020       $ 414,289
                                                     =========       =========
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Current portion of long-term debt                    $ 378,800       $      --
Trade accounts payable                                   4,625          13,249
Accrued expenses and other current liabilities          47,307          38,427
Taxes payable                                              300             830
                                                     ---------       ---------

Total Current Liabilities                              431,032          52,506

Long-term debt                                              --         344,957
Deferred tax liability                                   7,140           7,350
Other liabilities                                        1,282           1,922
                                                     ---------       ---------

                TOTAL LIABILITIES                      439,454         406,735
Stockholders' Equity:
Preferred stock, $0.01 par value:
2,000 shares authorized, none issued and
  outstanding at September 30, 2001and 2000,
  respectively                                              --              --
Common stock, $0.01 par value:
  100,000 voting shares authorized 25,057 and
  24,568 shares issued and outstanding at
  September 30, 2001 and 2000, respectively                251             246
Additional paid-in capital                             168,344         168,170
Deferred compensation                                     (217)           (250)
Accumulated other comprehensive loss                    (7,444)         (7,828)
Accumulated deficit                                   (208,368)       (152,784)
                                                     ---------       ---------

TOTAL STOCKHOLDERS' (DEFICIT) EQUITY                   (47,434)          7,554
                                                     ---------       ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $ 392,020       $ 414,289
                                                     =========       =========

   See accompanying notes to the unaudited consolidated financial statements.


<PAGE>

                                                                               4



                        AUDIO VISUAL SERVICES CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           FOR THE TWELVE MONTHS ENDED
                                   (UNAUDITED)

                                                              SEPTEMBER 30,
                                                            2001         2000
                                                         ---------    ---------
                                                         (AMOUNTS IN THOUSANDS)
Revenue                                                  $ 396,158    $ 420,414

Cost of revenue                                            343,238      354,375
                                                         ---------    ---------

Gross profit                                                52,920       66,039
                                                         ---------    ---------

Operating expenses:
  Selling, general and administrative
    expenses (note 5)                                       47,595       59,081
  Loss on sale of assets (note 6)                               --        3,000
  Depreciation and amortization                             13,290       12,675
                                                         ---------    ---------

    Total operating expenses                                60,885       74,756
                                                         ---------    ---------

Operating loss                                              (7,965)      (8,717)

Interest expense, net                                       47,344       46,308
                                                         ---------    ---------

Loss from continuing operations before taxes               (55,309)     (55,025)
  Provision for taxes                                          275          340
                                                         ---------    ---------

Loss from continuing operations                            (55,584)     (55,365)

Discontinued operations (note 7)
  Loss from operations (less income taxes
    of $330)                                                    --      (16,458)
  Loss on disposal of assets
    (less income taxes of $0)                                   --      (40,313)
                                                         ---------    ---------


Loss from discontinued operations                               --      (56,771)
                                                         ---------    ---------

Net loss                                                 $ (55,584)   $(112,136)
                                                         =========    =========

Basic and diluted loss per common share:

    Loss from continuing operations                      $   (2.23)   $   (2.32)
    Loss from discontinued operations, net of tax               --        (2.38)
                                                         ---------    ---------

Net loss per common share                                $   (2.23)   $   (4.70)
                                                         =========    =========

   See accompanying notes to the unaudited consolidated financial statements.

<PAGE>


                                                                               5


                        AUDIO VISUAL SERVICES CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           FOR THE THREE MONTHS ENDED
                                   (UNAUDITED)

                                                              SEPTEMBER 30,
                                                           2001          2000
                                                         --------      --------
                                                         (AMOUNTS IN THOUSANDS)

Revenue                                                  $ 68,690      $ 93,386

Cost of revenue                                            68,634        88,841
                                                         --------      --------

Gross profit                                                   56         4,545
                                                         --------      --------
Operating expenses:
  Selling, general and administrative
    expenses (note 5)                                      11,704        17,413
    Depreciation and amortization                           3,561         3,874
                                                         --------      --------

    Total operating expenses                               15,265        21,287
                                                         --------      --------

Operating loss                                            (15,209)      (16,742)

Interest expense, net                                      10,807        12,622
                                                         --------      --------

Loss before taxes                                         (26,016)      (29,364)
  Provision (benefit) for taxes                               (45)          670
                                                         --------      --------

Net loss                                                 $(25,971)     $(30,034)
                                                         ========      ========

Basic and diluted net loss per common share              $  (1.04)     $  (1.24)
                                                         ========      ========

   See accompanying notes to the unaudited consolidated financial statements.

<PAGE>

                                                                               6



                        AUDIO VISUAL SERVICES CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           FOR THE TWELVE MONTHS ENDED
                                   (UNAUDITED)

                                                              SEPTEMBER 30,
                                                            2001         2000
                                                         ---------    ---------
                                                         (AMOUNTS IN THOUSANDS)
Cash flows from operating activities:
  Net loss                                               $ (55,584)   $(112,136)
  Adjustments to reconcile net loss to net cash
    Provided by operating activities:
      Depreciation and amortization                         39,259       42,660
      Fixed asset write-off                                    180        5,190
      Loss on disposition of assets                             --       40,313
  Change in assets and liabilities:
      Decrease in trade accounts receivable                 15,920        8,276
      Increase in deferred charges                              --       (7,167)
      Decrease in prepaid expenses and
         other current assets                                8,361        4,112
      Decrease in taxes receivable                              --        4,981
      (Increase) decrease in other assets                     (354)       2,757
      Increase (decrease) in trade accounts payable         (8,624)       3,910
      Increase in deferred income                               --       12,733
      Increase (decrease) in accrued expenses and
         other liabilities                                  11,421       (1,109)
      Decrease in taxes payable                               (741)          --
                                                         ---------    ---------

  Net cash provided by operating activities                  9,838        6,738
                                                         ---------    ---------
Cash flows used in investing activities:
      Purchase of property and equipment                   (28,665)     (36,815)
      Proceeds from disposed
        business, net of transaction costs                      --      111,694
      Acquisition of intangibles and businesses,
        net of cash acquired                                    --         (283)
                                                         ---------    ---------

Net cash (used in) provided by investing activities        (28,665)      74,596
                                                         ---------    ---------

Cash flows provided by financing activities:
     Repayments of long-term debt                           (8,000)    (177,311)
     Proceeds from long-term debt                           41,843       96,625
     Payment of debt issuance fees                          (1,122)        (991)
                                                         ---------    ---------

Net cash provided by (used in) financing activities         32,721      (81,677)
                                                         ---------    ---------
Translation effect on cash and cash equivalents                (19)         (60)
                                                         ---------    ---------
Net increase (decrease) in cash                             13,875         (403)

Cash, beginning of period                                    1,272        1,675
                                                         ---------    ---------
Cash, end of period                                      $  15,147    $   1,272
                                                         =========    =========
Supplemental disclosure of cash flow information:
       Interest paid                                     $  30,510    $  46,700
                                                         =========    =========
       Income taxes paid                                 $     520    $     300
                                                         =========    =========

   See accompanying notes to the unaudited consolidated financial statements.

<PAGE>


                                                                               7


                        AUDIO VISUAL SERVICES CORPORATION
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
             FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                   COMMON STOCK
                                               ---------------------
                                                                                             ACCUMULATED
                                                                                                 OTHER                     TOTAL
                                                                      ADDITIONAL                COMPRE-                    STOCK-
                                                                       PAID-IN     RETAINED     HENSIVE     DEFERRED      HOLDERS
                                               SHARES       AMOUNT     CAPITAL     EARNINGS     INCOME    COMPENSATION     EQUITY
                                              ---------   ---------   ---------   ---------    ---------  ------------   ---------
<S>                                               <C>      <C>         <C>         <C>          <C>          <C>          <C>
For the twelve months ended September 30, 2001:

Balance at September 30, 2000                    24,568   $     246   $ 168,170   $(152,784)   $  (7,828)   $    (250)   $   7,554
Net loss                                             --          --          --     (55,584)          --           --      (55,584)
Foreign currency translation adjustment              --          --          --          --          384           --          384
                                              ---------   ---------   ---------   ---------    ---------    ---------    ---------
Comprehensive loss                                   --          --          --          --           --           --      (55,200)

Restricted Stock Earned                              --          --          --          --           --          212          212
Issuance of restricted common stock                 489           5         174          --           --         (179)          --
                                              ---------   ---------   ---------   ---------    ---------    ---------    ---------

Balance at September 30, 2001                    25,057   $     251   $ 168,344   $(208,368)   $  (7,444)   $    (217)   $ (47,434)
                                              =========   =========   =========   =========    =========    =========    =========

For the twelve months ended September 30, 2000:

Balance at September 30, 1999                    23,697   $     236   $ 167,677   $ (40,648)   $  (4,785)          --    $ 122,480
Net loss                                             --          --          --    (112,136)          --           --     (112,136)
Foreign currency translation adjustment              --          --          --          --       (3,043)          --       (3,043)
                                                                                               ---------    ---------    ---------
Comprehensive loss                                   --          --          --          --           --           --     (115,179)
Issuance of restricted common stock                 666           7         243          --           --         (250)          --
Issuance of common stock                            205           3         250          --           --           --          253
                                              ---------   ---------   ---------   ---------    ---------    ---------    ---------

Balance at September 30, 2000                    24,568   $     246   $ 168,170   $(152,784)   $  (7,828)   $    (250)   $   7,554
                                              =========   =========   =========   =========    =========    =========    =========
</TABLE>

   See accompanying notes to the unaudited consolidated financial statements.


<PAGE>

                                                                               8



                        AUDIO VISUAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.   INTERIM FINANCIAL INFORMATION

The  accompanying  consolidated  financial  statements of Audio Visual  Services
Corporation  (the  "Company")  have been prepared in accordance  with  generally
accepted  accounting  principles  for  interim  financial  information  and  the
instructions to Form 10-Q and Article 10 of Regulation S-X. 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,  the  consolidated  financial  statements  contain all  adjustments,
consisting  of normal  recurring  adjustments,  considered  necessary to present
fairly the consolidated financial position, results of operations and cash flows
of the Company.  The results of operations for the three and twelve months ended
September 30, 2001 are not  necessarily  indicative of the results of operations
that may be  expected  for any  other  interim  periods  or for the year  ending
December 31, 2001.


The balance  sheet at September  30, 2000 has been  derived  from the  Company's
audited  financial  statements  at that date,  but does not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for complete  financial  statements.  During the three months ended December 31,
2000,  the Company  changed its fiscal year end from  September 30th to December
31st.  The Company filed its  Transition  Report on Form 10-Q for the transition
period  October 1, 2000 through  December  31, 2000 on February  14,  2001.  The
Company will include audited financial statements covering the transition report
period  within the  Company's  Annual  Report  filed on Form 10-K for the period
ending December 31, 2001.

2.   FINANCIAL CONDITION

As of  November  7,  2001,  the  Company  had total debt  outstanding  of $378.8
million,  of which $362.8 million was outstanding under its previously  existing
credit facility (the "Credit Agreement") and $16.0 million was outstanding under
its $16.0 million senior revolving  credit facility (the "New Credit  Agreement"
and together with the Credit Agreement, the "Credit Agreements"). Currently, all
principal and accrued  interest amounts  outstanding  under the Credit Agreement
and the New Credit  Agreement  are due on December  14, 2001 and March 31, 2002,
respectively  (the  "Maturity   Dates").   Accordingly,   all  outstanding  debt
associated  with the Credit  Agreements has been classified as short-term in the
accompanying  balance  sheets at September  30, 2001. In  September,  2001,  the
Company  announced  that its lenders  extended the term of the Credit  Agreement
from October 1, 2001,  to December 14, 2001. In addition to the extension of the
term of the Credit  Agreement,  the lenders  agreed to defer  interest  payments
under the Credit Agreement until December 14, 2001.  Certain financial  covenant
requirements  contained in the Credit  Agreements,  including the requirement to
achieve minimum levels of EBITDA (earnings before interest,  taxes, depreciation
and  amortization)  for the twelve months ended  September  30, 2001,  were also
waived.  The  Company  recognizes  that it will be  necessary  to  refinance  or
restructure its indebtedness on or before the Maturity Dates.  While the Company
has not finalized a definitive plan with its lenders to refinance or restructure
its  outstanding  indebtedness,  the  Company  continues  to analyze  and assess
various  alternatives in consultation with its financial advisor, The Blackstone
Group, L.P. including, among other things, converting a portion of the Company's
existing   outstanding  debt  into  equity.  Since  a  definitive  refinance  or
restructure  plan  has not  been  finalized,  the  Company  cannot  predict  the
likelihood of  successfully  executing a refinance or  restructure  plan and the
costs associated therewith.  Further, there can be no assurance that the Company
will be able to refinance or restructure its outstanding indebtedness or that it
will be able to take  such  other  action to reduce  its  indebtedness  prior to
December  14,  2001.  In the event that the  Company is unable to  refinance  or
restructure  the  indebtedness  under the Credit  Agreements  by such date,  the
lenders  would be entitled to exercise  all or any of their  rights and remedies
provided under the Credit Agreements and/or the Company may deem it advisable to
exercise  its  rights and  remedies  under  applicable  law,  including  without
limitation, seeking protection under bankruptcy law. Any such exercise of rights
and  remedies  thereunder  would  likely have a material  adverse  effect on the
Company, raising substantial doubt as to whether the Company would continue as a
going concern. No adjustments have been made to the carrying value of assets and
liabilities   in  the   accompanying   financial   statements  to  reflect  this
uncertainty.

On January 29, 2001, the Company entered into the New Credit  Agreement with The
Chase Manhattan Bank and Chase  Securities,  Inc.  providing the Company with an
additional  revolving  credit  facility to be utilized  for the  purchase of new
audiovisual  equipment and other working  capital needs of the Company.  The New
Credit


<PAGE>

                                                                               9



Agreement is secured,  on a first priority  basis,  by the same  collateral that
secures the Credit  Agreement;  therefore,  in connection with entering into the
New Credit Agreement,  the Company was required to obtain a further amendment to
its  Credit  Agreement  (the  "January  2001  Amendment")  which  permitted  the
subordination  of the  collateral  in favor of the lenders  under the New Credit
Agreement.  Approximately  $1.1 million in debt  issuance  fees were incurred in
connection with the New Credit  Agreement.  Such fees will be amortized over the
term of the New Credit Agreement.  Similar to the Credit Agreement,  interest on
outstanding amounts under the New Credit Agreement is payable monthly in arrears
and at the option of the Company  accrues at either (i) LIBOR plus an applicable
margin or (ii) an  alternate  base rate based upon the greatest of (a) the agent
bank's prime rate, (b) the three-month secondary certificate of deposit rate and
(c) the federal funds rate. The New Credit Agreement has  substantially the same
financial covenants as those required under the Credit Agreement.

In May and August,  2001,  the  Company  notified  the lenders  under the Credit
Agreements  that it was not in compliance with certain  financial  covenants set
forth in the March 2000  Amendment and the New Credit  Agreement;  specifically,
the financial covenant relating to the minimum required Consolidated  Unadjusted
EBITDA, as defined in the Credit Agreements,  for the four consecutive  quarters
ended March 31 and June 30,  2001.  In both  instances,  the Company  obtained a
waiver from its lenders waiving all defaults arising from its failure to achieve
the minimum  required  Unadjusted  Consolidated  EBITDA for the four consecutive
quarters  ended  March  31 and  June  30,  2001.  No  amendments  to the  Credit
Agreements were made in connection with the waiver.

Further,  the Company was required to engage a financial  advisor in  connection
with  refinancing or  restructuring  its indebtedness no later than September 1,
2001,  pursuant to the terms of the Credit  Agreement.  The  Company  obtained a
waiver from its lenders  extending the date by which the Company was required to
engage  a   financial   advisor  to  October   1,  2001.   Notwithstanding   the
aforementioned  waiver, in July, 2001, the Company determined that it was in its
best interest to engage a financial advisor to assist it in identifying specific
alternatives  with respect to  refinancing  and/or  restructuring  the Company's
indebtedness. As referenced above, the Company engaged The Blackstone Group L.P.
as its financial advisor in August 2001.


3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Certain   reclassifications  have  been  made  to  the  Company's  statement  of
operations for the twelve months ended  September 30, 2001 and for the three and
twelve  months ended  September 30, 2000 to conform to the  presentation  of the
results of operations for the three months ended September 30, 2001.

REVENUE RECOGNITION

Revenue is recognized over the period in which audio visual  equipment is rented
to  customers.  Revenue for staging  services is  recognized as the services are
provided.


COST OF REVENUE

Cost of revenue is comprised  principally  of direct  labor costs,  commissions,
depreciation  of  equipment  rented to clients and  customers  in the conduct of
business, and equipment rentals.


GOODWILL

Goodwill  represents  the  excess of cost over the fair  value of net  assets of
purchased  businesses  and is  amortized on a  straight-line  basis over periods
ranging  from 15 years to 40 years.  Accumulated  amortization  of goodwill  was
$36.8 million and $27.7 million as of September 30, 2001and  September 30, 2000,
respectively. Other long-lived assets represent property and equipment.

Goodwill is allocated to the operating segments.  The carrying value of goodwill
for each operating segment is reviewed if the facts and  circumstances,  such as
significant  declines  in sales,  earnings  or cash  flows or  material  adverse
changes in the business climate, suggest that it may be impaired. Similarly, the
carrying value of other long-lived assets, including any associated goodwill, is
reviewed for impairment when events or circumstances  indicate that the carrying
value of these assets may not be recoverable.  If this review indicates that the
carrying

<PAGE>

                                                                              10



values  will  not  be  recoverable,   as  determined   based  on  the  estimated
undiscounted  cash flows of the  related  businesses  or assets,  impairment  is
measured by comparing the carrying value to fair value. Fair value is determined
based on quoted market values,  discounted cash flows or appraisals.  Impairment
for  long-lived  assets to be disposed is identified and measured based upon its
estimated recovery using quoted market values or appraisals.

The Company  periodically  reviews its goodwill and other  long-lived  assets to
determine potential  impairment,  if any. In performing such review, the Company
uses its most recent  available  earnings  projections and estimated future cash
flows  expected  to result  from the use of the  assets.  The  Company  uses its
projected earnings before interest,  depreciation and amortization ("EBITDA") as
a measurement  of its future cash flows  projections.  In performing  the review
using estimated future cash flows  (undiscounted and without interest  charges),
the Company will recognize an impairment  loss if the sum of the expected future
cash flows is less than the carrying amount of the goodwill and other long-lived
assets.


In June,  2001, the Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 141,  Business  Combinations,  and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 15, 2001. Under the new rules, goodwill will no longer be amortized but
will be subject to annual impairment tests in accordance with the Statements.


The  Company  will  apply the new rules on  accounting  for  goodwill  and other
intangible  assets  beginning in the first quarter of 2002.  Application  of the
nonamortization provisions of the Statement is expected to result in an increase
in net income of $9.1 million per year.  During  2002,  the Company will perform
the first of the required impairment tests of goodwill as of January 1, 2002 and
has not yet  determined  what the effect of these tests will be on the  earnings
and financial position of the Company.

4.  DISCONTINUED OPERATIONS

On April 20,  2000,  the  Company  sold  substantially  all of the assets of its
worldwide Communications Group (the "Communications Group"). On May 9, 2000, the
Company sold its U.K.-based Melville Exhibition Services subsidiary ("MES"). The
Company  recorded an  aggregate  loss on disposal of these  operations  of $40.3
million at March 31, 2000. Operating results of the Communications Group and MES
have been segregated and reported as discontinued operations in the Consolidated
Statement of  Operations  for the three and twelve  months ended  September  30,
2000. Cash flow impacts of the discontinued  operations have not been segregated
in the  Consolidated  Statement of Cash Flows.  Components  of the income (loss)
from  discontinued  operations  reflected  in  the  Consolidated  Statements  of
Operations are presented in the following table.

                                                            TWELVE MONTHS ENDED
                                                                SEPTEMBER 30,
                                                                    2000

Revenue                                                          $ 138,946
Cost of Revenue                                                     94,943
Selling, general and  administrative expenses                       53,378

Depreciation and Amortization                                        6,671

Operating loss                                                     (16,046)
Interest expense, net                                                   82

Loss from operations  before tax                                   (16,128)
                                                                 ---------
Tax provision                                                         (330)
                                                                 ---------
Loss from discontinued  operations                                 (16,458)
                                                                 =========



<PAGE>

                                                                              11



5.   SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

During the twelve months ended September 30, 2001, the Company recorded non cash
charges  aggregating  $3.1 million  primarily  relating to the  write-off of old
accounts  receivables  and  certain  assets  related  to  the  Company's  former
Atlanta-based audio visual services  operation.  Such charges were made in prior
quarters  and  have  been  included  in  the  Company's  selling,   general  and
administrative  expenses in the  accompanying  statement of  operations  for the
twelve months ended September 30, 2001.

During  the twelve  months  ended  September  30,  2000,  the  Company  recorded
aggregate  charges of $10.5 million related to its corporate  office and certain
divisional reorganization plans. Such charges included, among other things, $3.9
million  primarily related to severance  payments,  which were made in the third
fiscal  quarter of 2000. In addition,  the Company  announced that in late June,
2000 it had  reached  an  agreement  in  principle  to settle  the class  action
previously filed against the Company,  certain of its former officers and one of
its former  directors.  Under the agreement,  all claims against the Company and
individuals  named  as  defendants  in the  action  will  be  dismissed  without
presumption or admission of any liability or wrongdoing.  The principal terms of
the agreement  call for the payment to the  plaintiff  class of the sum of $15.0
million.  The  settlement  amount  was  paid in its  entirety  by the  Company's
insurance carrier. In October, 2001, a final settlement hearing was held and the
court thereafter approved the settlement and attorneys fees and costs. The final
order issued by the court  becomes  effective  on November 26, 2001.  During the
three months ended September 30, 2000, the Company recorded charges  aggregating
$6.6  million  for the cost of the related  insurance  coverage.  The  remaining
liability  at  September  30, 2000 and 2001 is $5.1  million  and $2.8  million,
respectively.

6.   LOSS ON DISPOSAL OF ASSETS

During the twelve months ended  September  30, 2000,  the Company wrote off $3.0
million of assets  relating to audio  visual sales and  installation  businesses
sold in August, 1999.

7.   SEGMENT INFORMATION

Set forth below is selected financial information about the Company's continuing
operating segments.

DESCRIPTION OF SEGMENTS

Prior to January 1, 2001,  the  Company's  operations  were  divided  into three
reportable segments:  Presentation Services,  Audio Visual Headquarters ("AVHQ")
and Rental Services.  On January 1, 2001, the Company merged its Rental Services
business  segment into the AVHQ business  unit and began  managing and reporting
its operations through two reportable segments:  Presentation Services and AVHQ.
The segment  information  for all prior  periods has been restated to conform to
the current period's  presentation.  Presentation  Services provides audiovisual
equipment  rental  services to hotels via an on-site  presence of both equipment
and  technical  support  staff.  AVHQ is a provider  of  audiovisual  equipment,
technical labor and related staging  services to production  companies and other
corporations   for  use  during   meetings,   trade   shows,   conventions   and
presentations.  In  addition,  AVHQ is a  remote  full  service  provider  on an
as-needed  basis to local and  national  corporations,  convention  centers  and
smaller hotels.

MEASUREMENT OF SEGMENT PROFIT OR LOSS

The Company evaluates  performance based upon revenues,  gross profit and profit
or  loss  from  operations  before  interest,  income  taxes,  depreciation  and
amortization  ("EBITDA").  Interdivision  sales are  recorded  at the  Company's
costs; there is no intercompany profit or loss on interdivision sales.

<PAGE>

                                                                              12



THREE MONTHS ENDED SEPTEMBER 30, 2001 (AMOUNTS IN THOUSANDS)

                                 PRESENTATION
                                   SERVICES            AVHQ              TOTAL
                                   --------          --------          --------
     Revenue                       $ 52,442          $ 17,706          $ 70,148
     Gross profit                     1,307            (1,251)               56
     EBITDA                          (1,425)             (110)           (1,535)

     Three Months Ended September 30, 2000 (Amounts in Thousands)

                    PRESENTATION
                      SERVICES        AVHQ             OTHER              TOTAL
                      --------      --------         --------           --------
     Revenue          $ 70,083      $ 24,494         $   --             $ 94,577
     Gross profit        3,851         1,539            (845)              4,545
     EBITDA              2,538           336             --                2,874

Reconciliations to Consolidated Statement of Operations (Amounts in Thousands)

                                                           THREE MONTHS ENDED
                                                              SEPTEMBER 30,
                                                           2001          2000
                                                         --------      --------

Total external revenue for reportable segments           $ 68,690      $ 93,386
Interdivision revenue for reportable segments               1,458         1,191
Elimination of intradivision revenue                       (1,458)       (1,191)
                                                         --------      --------
Total consolidated revenue                               $ 68,690      $ 93,386
                                                         ========      ========

Total "EBITDA" for reportable segments                   $ (1,535)     $  2,874
Corporate expenses and reorganization costs                 3,397         7,605
Fixed asset write-offs                                         --         2,215
                                                         --------      --------

Total consolidated operating loss before
    depreciation and amortization expense
    and interest expense, net                              (4,932)       (6,946)
Depreciation and amortization expenses,
    including depreciation in cost of revenue              10,277         9,796
                                                         --------      --------
    Total consolidated operating loss from
    continuing operations                                $(15,209)     $(16,742)
                                                         ========      ========

     Twelve Months Ended September 30, 2001 (Amounts in Thousands)


                      PRESENTATION
                        SERVICES           AVHQ           TOTAL
                        --------         --------       --------
     Revenue            $302,635         $101,402       $404,037
     Gross profit         43,107            9,813         52,920
     EBITDA               31,987           13,034         45,021


     Twelve Months Ended September 30, 2000 (Amounts in Thousands)

<PAGE>

                                                                              13



                        PRESENTATION
                          SERVICES          AVHQ           OTHER         TOTAL
                          --------        --------       --------      --------
     Revenue              $314,231        $112,555       $   --        $426,786
     Gross profit           56,517          12,584        (3,062)        66,039
     EBITDA                 43,542          11,415           --          54,957

     Reconciliations  to  Consolidated   Statement  of  Operations  (Amounts  in
     Thousands)


                                                           TWELVE MONTHS ENDED
                                                              SEPTEMBER 30,
                                                            2001         2000
                                                         ---------    ---------

     Total external revenue for reportable segments      $ 396,158    $ 420,414
     Interdivision revenue for reportable segments           7,879        6,372
     Elimination of intradivision revenue                   (7,879)      (6,372)
                                                         ---------    ---------
     Total consolidated revenue                          $ 396,158    $ 420,414
                                                         =========    =========
     Total "EBITDA" for reportable segments              $  45,021    $  54,957
     Corporate expenses and reorganization costs            10,621       20,498
     Write off of certain idle assets                        3,108           --
     Fixed asset write-off                                      --        4,715
     Loss on sale of assets                                     --        3,000
                                                         ---------    ---------
     Total consolidated operating income before
       depreciation and amortization expense
       and interest expense, net                            31,292       26,744
     Depreciation and amortization expenses,
       including depreciation in cost of revenue            39,257       35,461
                                                         ---------    ---------
     Total consolidated operating loss
                from continuing operations               $  (7,965)   $  (8,717)
                                                         =========    =========


8.   EARNINGS PER COMMON SHARE

     The weighted  average number of shares used in the calculation of basic and
     diluted  earnings  per  common  share was  24,904 and 23,857 for the twelve
     months  ended  September  30, 2001 and 2000,  respectively,  and 25,057 and
     24,173  for  the  three   months  ended   September   30,  2001  and  2000,
     respectively.

<PAGE>

                                                                              14



AUDIO VISUAL SERVICES CORPORATION

     Management's  Discussion and Analysis of Financial Condition and Results of
Operations

RESULTS OF OPERATIONS

Effective April 20, 2000 and May 9, 2000, the Company  disposed of substantially
all of the  assets of its  worldwide  Communications  Group  and its  U.K.-based
Melville Exhibition Services subsidiary,  respectively. The operating results of
each  of  the  disposed   businesses   have  been  segregated  and  reported  as
discontinued  operations in the  consolidated  statements of operations  for the
twelve months ended September 30, 2000. The results of operations  below are for
the continuing  operations of the Company's audiovisual services businesses only
(which are comprised of the Presentation  Services and Audio Visual Headquarters
division)  and do  not  include  the  results  of  operations  of  the  disposed
businesses.


Twelve Months Ended September 30, 2001 Compared to Twelve Months Ended September
30, 2000

Revenue.  The Company's  total revenue was $396.2 million and $420.4 million for
the twelve  months ended  September 30, 2001 and 2000,  respectively,  excluding
interdivision  revenue of $7.9 million and $6.4 million in each year.  The total
decrease  in  revenue  from  the  prior  year  was  $24.2   million,   of  which
approximately  half of the decline  occurred  during the month of September as a
result of the events of September  11th.  The  Company's  Presentation  Services
division  recognized  $302.6  million of revenue  during the twelve months ended
September  30, 2001 compared  with revenue of $314.2  million  during the twelve
months  ended  September  30, 2000, a decrease of $11.6  million,  or 3.7%.  The
decrease is  primarily  attributable  to lower  revenues  being  generated  from
existing properties ("same-store") in the twelve months ended September 30, 2001
as compared with the same period in 2000.  The decrease in  same-store  revenues
resulted  from the slowing  economy,  compounded  by the events of September 11,
which caused the level of business meetings to significantly  decline,  directly
impacting the need for audiovisual  equipment rental  services.  The decrease in
revenues  from  same-store  properties  was  partially  offset by the benefit of
revenues  derived  from new hotel  properties.  Revenue of the  Company's  Audio
Visual  Headquarters  division also decreased by approximately $11.3 million, or
9.9%,  to $101.4  million for the twelve  months ended  September  30, 2001 from
$112.6  million for the twelve months ended  September  30, 2000  primarily as a
result of the impact of the economic downturn,  the events of September 11th and
the discontinuance of unprofitable business from the prior year.

Gross profit.  Consolidated gross profit was $52.9 million for the twelve months
ended  September  30,  2001,  a decrease  of $13.1  million  from $66.0  million
reported for the twelve months ended September 30, 2000. The gross profit of the
Presentation  Services division decreased by approximately  $13.4 million during
the twelve months ended September 30, 2001 due to the loss of revenues caused by
the current economic conditions as well as higher commission rates paid to hotel
properties  and salary  costs.  Gross  profit of the Audio  Visual  Headquarters
division  for the  twelve  months  ended  September  30,  2001 was $9.8  million
compared  with $12.6  million in the prior  year,  primarily  due to the revenue
shortfall  described above.  The  consolidated  gross profit on revenue was also
impacted by $26.0  million and $22.8 for the twelve  months ended  September 30,
2001 and 2000, respectively, of depreciation expense related to rental equipment
used in the audio  visual  services  businesses.  Such  depreciation  expense is
included in cost of revenue.  In addition,  $4.7 million  related to fixed asset
write-offs  was  included  in cost of revenue  during the  twelve  months  ended
September 30, 2000. To date, the Company has continued to monitor and reduce its
overall cost structure;  however,  the benefit of such efforts is not evident in
the results of operations for the twelve months ended  September 30, 2001 due to
the revenue shortfall.

Selling,  general  and  administrative  expenses.  Total  selling,  general  and
administrative  expenses decreased $11.5 million,  or 19.5%, to $47.6 million in
the twelve  months  ended  September  30, 2001 from $59.1  million in the twelve
months  ended  September  30,  2000.  The  selling,  general and  administrative
expenses of the Presentation  Services and AVHQ business  segments  decreased by
approximately $0.6 million and $4.4 million, respectively, from the prior year's
comparable  period.  The selling,  general and  administrative  expenses for the
twelve months ended  September  30, 2000 include $5.4 million  write-offs of old
accounts  receivables  and certain  nonrecurring  costs of the Company's  former
Atlanta-based  audio visual  operations,  as well as a total of $10.5 million of
other nonrecurring charges, including corporate office reorganization charges of
$3.9  million,  as well as $6.6 million  related to  insurance  coverage for the
Company's  recently-settled  securities class action lawsuit.  During the twelve
months  ended  September  30,  2001,  the  Company  recorded  non  cash  charges
aggregating $3.1 million primarily

<PAGE>

                                                                              15



relating to the  write-off of certain  assets  related to the  Company's  former
Atlanta-based audio visual services operations.

Depreciation and  amortization.  Depreciation  and amortization  expense for the
twelve months ended  September 30, 2001 was $13.3  million,  an increase of $0.6
million  from  $12.7  million  in the  corresponding  period in the prior  year,
primarily due to increased  depreciation  from additional  computer software and
hardware purchases.

Interest expense,  net.  Interest expense,  net increased by $1.0 million due to
higher average outstanding indebtedness.

Provision  for taxes.  The  income tax  provision  for the twelve  months  ended
September 30, 2001 and 2000 relates to the Company's foreign operations.

Net loss. The Company  realized a net loss from  continuing  operations of $55.6
million in the twelve  months ended  September  30, 2001  compared to a net loss
from continuing operations of $55.4 million in the twelve months ended September
30, 2000.  The loss per common share from  continuing  operations for the twelve
months  ended  September  30, 2001 was $2.23 as compared  with a loss per common
share from continuing operations of $2.32 for the comparable period in the prior
year. The loss per common share from discontinued  operations was $ 2.38 for the
twelve months ended September 30, 2000.


Three Months Ended  September 30, 2001 Compared to Three Months Ended  September
30, 2000

Revenue.  The Company's total revenue decreased $24.7 million from $93.4 million
in the three  months  ended  September  30,  2000 to $68.7  million in the three
months ended September 30, 2001,  after excluding  interdivision  revenues.  The
Company's  Presentation  Services  division  recognized  total  revenue of $52.4
million  during the three months ended  September 30, 2001 compared with revenue
of $70.1 million during the three months ended September 30, 2000, a decrease of
$17.6 million,  or 25.2%. The decrease in renvenue during the three months ended
September 30, 2001 is primarily attributable to the impact of the September 11th
disaster as well as the continuing effects of the economic slowdown.  Revenue of
the Company's Audio Visual Headquarters division decreased by approximately $6.8
million,  or 27.8%,  to $17.7  million for the three months ended  September 30,
2001 from $24.5 million for the three months ended  September 30, 2000 primarily
as a result of the general  economic  dowturn and the immediate  cancellation of
several significant events following the events of September 11th.

Gross  profit.  Consolidated  gross profit was $56 thousand for the three months
ended  September  30, 2001 as compared  with $4.5  million for the three  months
ended September 30, 2000. Gross profit of the Audio Visual Headquarters division
decreased by approximately  $2.8 million during the three months ended September
30, 2001 as a result of lower  revenues  and  slightly  higher costs of revenue,
primarily depreciation and other miscellaneous expenses. The gross profit of the
Presentation  Services division  decreased by approximately  $2.5 million during
the three  months  ended  September  30, 2001 in  comparison  to 2000 due to the
revenue  shortfall.  The gross  profit on  revenue  for the three  months  ended
September 30, 2001 and 2000 was also impacted by approximately  $6.7 million and
$5.9 million,  respectively, of depreciation expense related to rental equipment
used in the audio  visual  services  businesses.  Such  depreciation  expense is
included in cost of revenue.

Selling,  general  and  administrative  expenses.  Total  selling,  general  and
administrative expenses were $11.7 million and $17.4 million in the three months
ended  September  30,  2001 and 2000,  respectively.  The  selling,  general and
administrative costs of the Presentation  Services and Audio Visual Headquarters
divisions decreased by $0.8 million and $2.6 million, respectively. The selling,
general and  administrative  expenses for the three months ended  September  30,
2000 include the write-off of old accounts  receivables and certain nonrecurring
costs of $5.4  million  relating to the  Company's  former  Atlanta-based  audio
visual  operations  totaling  $5.4  million,  as well as a total of $6.6 million
related to insurance  coverage  for the  Company's  recently-settled  securities
class action lawsuit.

Depreciation and  amortization.  Depreciation  and amortization  expense for the
three  months ended  September  30, 2001 was $3.6  million,  an increase of $0.3
million  from the  corresponding  period in the  prior  year,  primarily  due to
increased depreciation from additional computer software and hardware purchases.

<PAGE>

                                                                              16



Interest expense,  net.  Interest expense,  net decreased by $1.8 million due to
lower interest rates in effect during the three months ended  September 30, 2001
as compared with 2000.

Benefit for taxes.  The income tax benefit for the three months ended  September
30, 2001 relates to the Company's foreign operations.

Net loss.  The Company  realized a net loss of $26.0 million in the three months
ended  September  30, 2001  compared to a net loss of $30.0 million in the three
months ended  September 30, 2000. The loss per common share from  operations for
the three months ended  September 30, 2001 was $1.04 as compared with a loss per
common share of $1.24 for the comparable period in the prior year.

LIQUIDITY AND CAPITAL RESOURCES

The following  section provides certain  historical  information  concerning the
Company's existing credit facilities:

On October 28, 1997, the Company  entered into a loan agreement with a syndicate
of banks  pursuant to which the Company  increased its aggregate  available bank
financing  from $100 million to $550  million,  consisting of a $300 million six
year  revolving  line of credit  (the  "Revolving  Facility"  to be  utilized in
connection  with  acquisitions  and for working  capital  and general  corporate
purposes and a $250 million six year term loan (the "Term Facility" and together
with the Revolving Facility,  the "Credit Agreement"),  which was fully utilized
in connection  with the  acquisition of Visual Action Holdings plc in late 1997.
Amounts  outstanding under the Company's former credit facility were repaid with
the proceeds from the Credit Agreement.  The Company recognized an extraordinary
loss of $0.6 million, net of taxes of $0.4 million in the quarter ended December
31, 1997  resulting  from the  write-off of the  unamortized  debt issuance fees
relating to the Company's former credit facility.  Approximately $4.8 million in
debt issuance fees were incurred in connection with the Credit  Agreement.  Such
fees are being amortized over the term of the Credit Agreement.

In May,  1998,  the Company  repaid  approximately  $26  million  under the Term
Facility thereby permanently reducing availability thereunder by such amount. In
December,  1998 and July, 1999, the terms of the Revolving Facility were amended
to reduce  the  aggregate  availability  thereunder  from $300  million  to $250
million,  to amend certain financial covenants contained therein and to increase
the interest rate on amounts outstanding under the Credit Agreement.

At September  30,  1999,  the Company did not achieve  certain of the  financial
covenants  specified in the Credit Agreement.  In connection with the amendments
made to the  Credit  Agreement  in July 1999 (the "July  1999  Amendment"),  the
lenders  waived  through  March 30, 2000,  all defaults that had arisen or might
arise from the failure to satisfy the specified financial covenants for June 30,
1999,  September 30, 1999 and December 31, 1999. As part of such amendment,  the
Company  agreed,  among other things,  to revised  covenants  regarding  minimum
consolidated  earnings before  interest,  taxes,  depreciation  and amortization
("EBITDA")  as defined in the Credit  Agreement,  for the twelve  month  periods
ending June 30,  September 30 and December 31, 1999, and to  restrictions on the
amount of permitted capital  expenditures (as described in the Credit Agreement)
for the six month periods ending September 30 and December 31, 1999.

At September 30, 1999, the Company was not in compliance  with the covenants set
forth in the July 1999  Amendment.  In December,  1999,  the Company  obtained a
further  amendment (the "December 1999 Amendment") to the Credit Agreement that,
among other  things,  extended the waivers under the July 1999  Amendment  until
October 1, 2000,  and waived through  October 1, 2000 all defaults  arising from
the failure at September 30, 1999 to satisfy the financial  covenants  specified
in the July 1999 Amendment. As part of the December 1999 Amendment,  the Company
agreed to a minimum  consolidated  adjusted  EBITDA  covenant  that was based on
post-September   30,  1999  consolidated   EBITDA  (as  defined  in  the  Credit
Agreement), and to restrictions on the amount of capital expenditures that could
be made by the Company  during the fiscal year ending  September  30, 2000.  The
minimum  required  consolidated  adjusted  EBITDA,  as defined,  for fiscal 2000
exceeded levels achieved in fiscal 1999.


<PAGE>

                                                                              17



In addition to the waivers and revised financial  covenants described above, the
December 1999 Amendment provided for the deferral through October 1, 2000 of the
principal  payments  due under the Term  Facility on December 31, 1999 and March
31, 2000.  The December  1999  Amendment  also included a consent by the lenders
that  would  have  allowed  the  Company  to  pursue  the  possible  sale of its
audiovisual  businesses,  provided that certain timing requirements were met and
minimum net proceeds exceeded a specified amount.

In March,  2000, the Company  entered into a further  amendment (the "March 2000
Amendment") to the Credit Agreement,  that, among other things,  (i) amended the
maturity date of the Term Facility to October 1, 2001,  (ii) reduced the amounts
available to the Company under the Credit Agreement for letters of credit, (iii)
eliminated altogether those financial covenants that the July 1999 Amendment and
December 1999  Amendments  previously had waived through  October 1, 2000,  (iv)
amended the covenant  relating to minimum  Unadjusted  Consolidated  EBITDA,  as
defined in the Credit Agreements,  for the three month period ended December 31,
1999,  the six month period ended March 31, 2000,  the nine month period  ending
June 30, 2000,  the twelve month  periods  ending  September 30 and December 31,
2000,  and any period of four  consecutive  fiscal  quarters  ending on or after
March 31, 2001, (v) amended the covenant  relating to restrictions on the amount
of permitted  capital  expenditures (as described in the Credit  Agreement) such
that the Company may not permit  capital  expenditures  to exceed $25 million in
any two  consecutive  fiscal  quarters  or $40  million in any four  consecutive
fiscal quarters commencing with the fiscal quarter beginning January 1, 2000 and
(vi) required the Company to provide certain  additional reports to the lenders.
In  addition,  pursuant  to the terms of the March 2000  Amendment,  the lenders
withdrew the consent  granted to the Company in the December  1999  Amendment to
pursue the possible sale of the Company's audiovisual businesses.

In addition to the amendments and revised financial  covenants  described above,
the March 2000  Amendment  also  included a consent by the  lenders to allow the
Company to proceed  with its  previously  announced  sale of its  Communications
Division  (the  "Communications  Sale")  and to pursue the sale of MES (the "MES
Sale"),  provided  that, in each case,  certain  timing  requirements  were met,
minimum net proceeds  exceeded a specific  amount and 75% of the net proceeds of
each such  disposition  would be applied to the  prepayment of the Term Facility
and the reduction of the commitment  under the Revolving  Facility.  The Company
consummated the  Communications  Sale on April 20, 2000, and consummated the MES
Sale on May 9, 2000,  and in  connection  therewith  (i) repaid an  aggregate of
$38.0 million under the Term Facility thereby permanently reducing  availability
and  outstanding  amounts  thereunder  from $199.6 million to $161.6 million and
(ii) repaid an aggregate of $47.5 million under the  Revolving  Facility,  which
resulted in a permanent  reduction of the  availability  thereunder  from $250.0
million to $202.5 million.

Pursuant to the terms of the March 2000  Amendment,  the Company  also agreed to
retain not later than  September  1, 2001,  an  investment  banking firm for the
purposes of evaluating strategic and debt reduction alternatives.

Fees of approximately $1.2 million,  $1.4 million and $1.0 million were incurred
in connection with the amendments made to the Credit Agreement in December 1998,
July, 1999, and December 1999, respectively.  Such fees are being amortized over
the remaining term of the Credit Agreement.

No fees were paid to the  Company's  lenders in  connection  with the March 2000
Amendment;  however, pursuant to a deferred amendment fee letter entered into in
connection with the March 2000 Amendment,  the Company will be required to pay a
fee equal to the  greater of (A) not less than $2.5  million nor more than $12.5
million or (B) not less than 2.5% nor more than  12.5% of the net  equity  value
(as  defined in the  deferred  amendment  fee  letter) of the  Company  upon the
occurrence of the earlier of (i) the maturity  date of the  Revolving  Facility,
(ii) an event of default (as defined in the Credit  Agreement),  (iii) a sale of
all or substantially all of the Company's  assets,  (iv) a sale of substantially
all of the capital  stock of the  Company,  or (v) the  repayment of all amounts
outstanding  under the Credit  Agreement  (such  events  being  referred to as a
"Triggering  Event").  The actual  amount of such fee will be  determined on the
date that a Triggering Event shall occur.

Interest on outstanding amounts under the Credit Agreement is payable monthly in
arrears and at the option of the Company  accrues at either (i) LIBOR plus 3.00%
or (ii) an  alternate  base rate based upon the greatest of (a) the agent bank's
prime rate, (b) the six-month secondary  certificate of deposit rate and (c) the
federal funds rate.  The  applicable  margins are subject to change based on the
occurrence of certain events. Pursuant to the terms of the March 2000 Amendment,
outstanding  amounts under each of the Term Facility and Revolving Facility also
accrue  additional  interest at the rate of 1% per annum payable in arrears upon
the termination of the Credit Agreement.

On January  29,  2001,  the Company  entered  into an  agreement  with The Chase
Manhattan Bank and Chase  Securities,  Inc. for a $16.0 million senior revolving
credit  facility (the "New Credit  Agreement")  to be utilized for

<PAGE>

                                                                              18



investment  in audio visual  equipment  and other  working  capital needs of the
Company. The New Credit Agreement provided the Company with additional liquidity
to accelerate and increase its investment in new audio visual rental  equipment.
The New Credit  Agreement is secured,  on a first  priority  basis,  by the same
collateral  that secures the Credit  Agreement;  therefore,  in connection  with
entering  into the New Credit  Agreement,  the Company was  required to obtain a
further  amendment to the Credit Agreement (the "January 2001 Amendment")  which
permitted the  subordination of the collateral in favor of the lenders under the
New Credit Agreement. The maturity date of the New Credit Agreement is March 31,
2002.

Approximately $1.1 million in debt issuance fees were incurred inconnection with
the New Credit  Agreement.  Such fees will be amortized over the term of the New
Credit  Agreement.  Similar to the Credit  Agreement,  interest  on  outstanding
amounts under the New Credit  Agreement is payable monthly in arrears and at the
option of the Company  accrues at either (i) LIBOR plus an applicable  margin or
(ii) an  alternate  base rate based upon the  greatest  of (a) the agent  bank's
prime rate, (b) the  three-month  secondary  certificate of deposit rate and (c)
the federal  funds rate.  The New Credit  Agreement has  substantially  the same
financial covenants as those required under the Credit Agreement.

The  securitized  collateral  under  the  Credit  Agreement  and the New  Credit
Agreement  consists  of  substantially  all of the assets of the Company and its
material  subsidiaries,  and the  Company  and its  material  subsidiaries  have
pledged the stock of their  respective  subsidiaries  for the ratable benefit of
its lending banks. In addition to the financial  covenants  described above, the
Credit Agreements contain certain other covenants and restrictions customary for
credit  facilities  of  a  similar  nature,   including,   without   limitation,
restrictions on the ability of the Company to pay dividends.

In May and August,  2001,  the  Company  notified  the lenders  under the Credit
Agreements  that it was not in compliance with certain  financial  covenants set
forth in the March 2000  Amendment and the New Credit  Agreement;  specifically,
the financial covenant relating to the minimum required Consolidated  Unadjusted
EBITDA, as defined in the Credit Agreements,  for the four consecutive  quarters
ended March 31 and June 30, 2001. The Company obtained a waiver from its lenders
waiving all defaults  arising  from its failure to achieve the minimum  required
Unadjusted  Consolidated EBITDA for the four consecutive quarters ended March 31
and  June  30,  2001.  No  amendments  to the  Credit  Agreements  were  made in
connection with the waiver.

The Company was also required to engage a financial  advisor in connection  with
refinancing or  restructuring  its indebtedness no later than September 1, 2001,
pursuant to the terms of the Credit  Agreement.  The  Company  obtained a waiver
from its lenders  extending the date by which the Company was required to engage
financial  advisor until  October 1, 2001.  Notwithstanding  the  aforementioned
waiver,  in July, 2001, the Company  determined that it was in its best interest
to engage a financial advisor to assist it in identifying specific  alternatives
with respect to refinancing and/or restructuring the Company's indebtedness.  As
referenced above, the Company engaged The Blackstone Group L.P. as its financial
advisor in August 2001.

All  principal  and  accrued  interest  amounts  outstanding  under  the  Credit
Agreement  and the New Credit  Agreement  are due on December 14, 2001 and March
31, 2002, respectively (the "Maturity Dates"). Accordingly, all outstanding debt
associated  with the Credit  Agreements has been classified as short-term in the
accompanying  balance  sheets at September  30, 2001. In  September,  2001,  the
Company  announced  that its lenders  extended the term of the Credit  Agreement
from October 1, 2001,  to December 14, 2001. In addition to the extension of the
term of the Credit  Agreement,  the lenders  agreed to defer  interest  payments
under the Credit Agreement until December 14, 2001.  Certain financial  covenant
requirements  contained in the Credit  Agreements,  including the requirement to
achieve minimum levels of EBITDA (earnings before interest,  taxes, depreciation
and  amortization)  for the twelve months ended  September  30, 2001,  were also
waived.  The  Company  recognizes  that it will be  necessary  to  refinance  or
restructure its indebtedness on or before the Maturity Dates.  While the Company
has not finalized a definitive plan with its lenders to refinance or restructure
its  outstanding  indebtedness,  the  Company  continues  to analyze  and assess
various  alternatives in consultation with its financial advisor, The Blackstone
Group, L.P. including, among other things, converting a portion of the Company's
existing   outstanding  debt  into  equity.  Since  a  definitive  refinance  or
restructure  plan  has not  been  finalized,  the  Company  cannot  predict  the
likelihood of  successfully  executing a refinance or  restructure  plan and the
costs associated therewith.  Further, there can be no assurance that the Company
will be able to refinance or restructure its outstanding indebtedness or that it
will be able to take  such  other  action to reduce  its  indebtedness  prior to
December  14,  2001.  In the event that the  Company is unable to  refinance  or
restructure  the  indebtedness  under the Credit  Agreements  by such date,  the
lenders  would be entitled to exercise  all or any of their  rights and remedies
provided under the Credit Agreements and/or the Company may deem it advisable to
exercise  its  rights and  remedies  under  applicable  law,  including  without
limitation, seeking protection under bankruptcy law.

<PAGE>

                                                                              19



Any such exercise of rights and remedies thereunder would likely have a material
adverse  effect on the  Company,  raising  substantial  doubt as to whether  the
Company would continue as a going concern.  No adjustments have been made to the
carrying  value  of  assets  and  liabilities  in  the  accompanying   financial
statements to reflect this uncertainty.


As of November 9, 2001,  the Company had a total of $378.8  million  outstanding
under the  Credit  Agreement  and the New  Credit  Agreement.  A total of $362.8
million was outstanding under the Credit Agreement,  of which $201.2 million was
outstanding  under the Revolving  Facility,  and $16.0  million was  outstanding
under the New Credit Agreement.  Cash on hand as of such date was $13.4 million.
The weighted  average  interest rate on outstanding  indebtedness was 6.7% as of
September 30, 2001.


As previously disclosed, the Company disposed of its Communications Division and
MES subsidiary in April and May, 2000,  respectively.  The following  table sets
forth certain cash flow information for the Company's continuing  operations for
the twelve  months  ended  September  30,  2001 and for the  Company's  combined
continuing and  discontinuing  operations for the twelve months ended  September
30, 2000.


                                             TWELVE MONTHS ENDED SEPTEMBER 30,

                                                   2001             2000
                                                 --------         --------
Net cash provided by (used in):

Operating activities                             $  9,838         $  6,738
Investing activities                              (28,665)          74,596
Financing activities                               32,721          (81,677)

For the twelve  months ended  September  30, 2001,  $9.8 million was provided by
operating  activities.  The net loss adjusted for  depreciation and amortization
and fixed asset  write-offs  required $16.1  million.  The net change in working
capital provided $25.6 million,  with decreases in accounts receivable,  prepaid
expenses  and  other  assets  and  increases  in  accrued   expenses  and  other
liabilities,  offset  by  decreases  in  accounts  payable,  taxes  payable  and
increases in other assets.  Investing  activities used $28.7 million as a result
of audiovisual rental equipment purchases and additional investments in computer
software applications for new accounting systems.  Financing activities provided
a net $32.7 million  primarily from drawing and repayment  activities  under the
Company's  credit  facilities.  In  addition,  a total of $1.1  million  of debt
issuance fees was paid during the twelve months ended September 30, 2001.

For the twelve  months ended  September  30, 2000,  the Company  generated  $6.7
million  from its  operating  activities.  The net  change  in  working  capital
provided $30.7 million, with decreases in accounts receivable,  prepaid expenses
and other assets and taxes  receivable.  Increases in deferred  income,  accrued
expenses  and  accounts  payable  also  provided  cash  flow for the year  ended
September 30, 2000.  Investing  activities  provided $74.6 million,  with $111.7
million generated from the disposition of the Company's  communications business
in April 2000 and the disposition of its Melville Exhibition Services subsidiary
in May 2000.  Approximately  $36.8  million  was used for the  purchase of audio
visual rental equipment and the continued investment in information  technology.
Financing  activities  used a net of $81.7  million in the twelve  months  ended
September  30, 2000.  Approximately  $96.6 million was drawn under the Company's
Credit  Facility  during the twelve  months ended  September 30, 2000 and $177.3
million was used to repay outstanding amounts thereunder.

Capital  expenditures  were $28.7  million and $36.8  million  during the twelve
months  ended  September  30,  2001 and  2000,  respectively.  The  purchase  of
audiovisual  equipment used in operations comprised the major portion of capital
expenditures.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of business,  the Company's foreign  operations are exposed
to fluctuations in currency  values.  However,  management does not consider the
impact of currency  fluctuations to represent a significant risk, as its foreign
operations are a minimal component to its consolidated operations. The Company's
interest  expense is sensitive to changes in the general level of U.S.  interest
rates.  In this regard,  changes in the U.S. rates affect the

<PAGE>


                                                                              20


interest  paid on a  portion  of its  debt.  The  Company  does not  enter  into
derivative financial instruments in the normal course of business,  nor are such
instruments used for speculative purposes.


                                     PART II

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

On March 25, 1999, a purported  shareholder class action was filed in the United
States  District  Court for the  Southern  District  of New York (the  "Southern
District") against the Company and certain of its former officers and one of its
former  directors.  On  May  7,  1999,  a  purported  shareholder  class  action
substantially  identical  to the March  25th  action  was filed in the  Southern
District  against the Company and the same  individuals  named in the March 25th
action. Both lawsuits allege, among other things, that defendants misrepresented
the  Company's  ability to  integrate  various  companies it was  acquiring  and
alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of
1934 and various rules  promulgated  thereunder.  The lawsuits seek  unspecified
money damages,  plus costs and expenses,  including  attorneys'  fees and expert
fees. In November,  1999, the court issued an order  consolidating  the lawsuits
into a single  action and  appointing  lead  plaintiffs  and lead  counsel.  The
plaintiffs filed a consolidated  amended complaint in January 2000. In February,
2000, the Company filed a motion to dismiss the consolidated amended complaint.

Although the Company  believes it has  meritorious  defenses to this action,  in
light of the  inherent  uncertainties  and the  burden  and  expense  of lengthy
litigation, the Company reached an agreement in principal in late June, 2000, to
settle  the  class  action,  which was  announced  on July 20,  2000.  Under the
agreement,  all  claims  against  the  Company  and  the  individuals  named  as
defendants in the action will be dismissed  without  presumption or admission of
any liability or wrongdoing.  The principal terms of the settlement call for the
payment  to the  plaintiff  class of the sum of $15.0  million.  The  settlement
amount was paid entirely by the Company's insurance carrier and was paid into an
account to be  administered  by  counsel  for the  plaintiffs.  The terms of the
settlement  are subject to, among other things,  court approval and execution of
definitive  settlement  documentation.  In  July,  2001,  definitive  settlement
documentation  was executed  between the parties and  submitted to the court for
approval.  The court  thereafter  signed a preliminary  order in connection with
settlement proceedings and established a schedule for the court approval process
in connection with the approval of the settlement.  In October,  2001, the final
settlement hearing was held and the court thereafter approved the settlement and
attorneys fees and costs. The final order issued by the court becomes  effective
on November 26, 2001. In the event that the action is not finally  settled,  the
Company  believes  it has  meritorious  defenses  to this  action and intends to
defend the lawsuit vigorously.

In addition to the litigation  described above, from time to time the Company is
a party to various legal  proceedings  incidental to its business.  Although the
ultimate disposition of these proceedings is not determinable, in the opinion of
the Company,  none of such  proceedings  has had or is likely to have a material
adverse effect on the Company's  results of operations,  financial  condition or
liquidity.


ITEM 2.  CHANGES IN SECURITIES
(a)  Not applicable.

(b)  Not Applicable

(c)  Not Applicable

(d)  Not applicable.


ITEM 5.  OTHER INFORMATION

None

<PAGE>

                                                                              21



ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K


(a)       EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K:

EXHIBIT
NUMBER                        DESCRIPTION OF DOCUMENT


3.1      Restated  Certificate of Incorporation of the Company,  filed March 15,
         1996,  with the  Secretary of State of the State of Delaware  (filed as
         Exhibit  3.1 to the  Company's  Quarterly  Report  on Form 10-Q for the
         quarterly  period  ended  March  31,  1996 and  incorporated  herein by
         reference).

3.2      Certificate of Amendment to the Restated  Certificate of  Incorporation
         of the Company,  filed March 30, 1998,  with the  Secretary of State of
         the State of Delaware (filed as Exhibit 3.2 to the Company's  Quarterly
         Report on Form 10-Q for the quarterly  period ended March 31, 1998 and,
         incorporated herein by reference).

3.3      Certificate of Amendment to the Restated  Certificate of  Incorporation
         of the Company,  filed  September 29, 2000, with the Secretary of State
         of the State of Delaware  (filed as Exhibit to the Company's  Quarterly
         Report on Form 10-Q for the  quarterly  period  ended June 30, 2000 and
         incorporated herein by reference).

3.4      Third Amended and Restated By-Laws of the Company (filed as Exhibit 3.3
         to the Company's Quarterly Report on Form 10-Q for the quarterly period
         ended December 31, 1998 and incorporated herein by reference).

10.1     Credit   Agreement,   dated  as  of  October  28,  1997  (the   "Credit
         Agreement'"),  among the Company,  Caribiner, Inc., the several lenders
         named therein and The Chase  Manhattan Bank, as  Administrative  Agent,
         and Merrill Lynch Capital Corporation,  as Syndication Agent (schedules
         and  exhibits  omitted  the  Company  agrees  to  furnish a copy of any
         schedule or exhibit to the Commission  upon request)  (filed as Exhibit
         10.10 to the  Company's  Annual Report on Form 10-K for the fiscal year
         ended September 30, 1997 and incorporated herein by reference).

10.2     First  Amendment  and  Agreement,  dated as of March 31,  1998,  to the
         Credit Agreement  (schedules and exhibits omitted the Company agrees to
         furnish  a copy of any  schedule  or  exhibit  to the  Commission  upon
         request) (filed as Exhibit 10.13 to the Company's Annual Report on Form
         10-K for the fiscal  year ended  September  30,  1998 and  incorporated
         herein by reference).

10.3     Second  Amendment  and Waiver,  dated as of December 18,  1998,  to the
         Credit Agreement  (schedules and exhibits omitted the Company agrees to
         furnish  a copy of any  schedule  or  exhibit  to the  Commission  upon
         request) (filed as Exhibit 10.14 to the Company's Annual Report on Form
         10-K for the fiscal  year ended  September  30,  1998 and  incorporated
         herein by reference).

10.4     Third  Amendment  and Waiver,  dated as of July 30, 1999, to the Credit
         Agreement (schedules and exhibits omitted the Company agrees to furnish
         a copy of any  schedule  or exhibit  to the  Commission  upon  request)
         (filed as Exhibit 10.1 to the Company's  Quarterly  Report on Form 10-Q
         for the quarterly period ended June 30, 1999 and incorporated herein by
         reference).


<PAGE>
                                                                              22


10.5     Fourth Amendment, Consent and Waiver, dated as of December 23, 1999, to
         the Credit Agreement (schedules and exhibits omitted the Company agrees
         to furnish a copy of any  schedule  or exhibit to the  Commission  upon
         request) (filed as Exhibit 10.17 to the Company's Annual Report on Form
         10-K for the fiscal  year ended  September  30,  1999 and  incorporated
         herein by reference).

10.6     Fifth Amendment,  Consent and Agreement, dated as of March 31, 2000, to
         the Credit Agreement (schedules and exhibits omitted the Company agrees
         to furnish a copy of any  schedule  or exhibit to the  Commission  upon
         request)  (filed as Exhibit 10.6 to the Company's  Quarterly  Report on
         Form  10-Q  for  the   Quarterly   Period  ended  March  31,  2000  and
         incorporated herein by reference).

10.7     Sixth Amendment,  Consent and Agreement,  dated as of January 29, 2001,
         to the Credit  Agreement  (schedules and exhibits omitted - the Company
         agrees to furnish a copy of any  schedule or exhibit to the  Commission
         upon request) (filed as Exhibit 10.7 to the Company's Transition Report
         on Form 10-Q for the three months ended December 31, 2000.)

10.8     Waiver,  dated May 4, 2001, to the Credit  Agreement  (filed as Exhibit
         10.8 to the  Company's  Quarterly  Report  on Form  10-Q for the  three
         months ended March 31, 2001.)

10.9     Waiver,  dated June 30, 2001, to the Credit Agreement (filed as Exhibit
         10.9 to the  Company's  Quarterly  Report  on Form  10-Q for the  three
         months ended June 30, 2001.)

10.10    Waiver,  dated  August  10,  2001,  to the Credit  Agreement  (filed as
         Exhibit  10.10 to the Company's  Quarterly  Report on Form 10-Q for the
         three months ended June30, 2001.)

10.11    Seventh  Amendment and Waiver,  dated September 10, 2001, to the Credit
         Agreement.

10.12    Senior  Secured  Revolving  Credit  Agreement,  dated as of January 29,
         2001, among the Company,  Audio Visual Services (NY)  Corporation,  the
         several   lenders  named  therein,   The  Chase   Manhattan   Bank,  as
         Administrative Agent, and Chase Securities,  Inc., as Arranger (`Senior
         Credit Agreement") (schedules and exhibits omitted - the Company agrees
         to furnish a copy of any  schedule  or exhibit to the  Commission  upon
         request) (filed as Exhibit 10.8 to the Company's  Transition  Report on
         Form 10-Q for the three months ended December 31, 2000.)

10.13    Waiver,  dated May 4, 2001,  to the Senior Credit  Agreement  (filed as
         Exhibit  10.10 to the Company's  Quarterly  Report on Form 10-Q for the
         three months ended March 31, 2001).

10.14    Waiver, dated August 10, 2001, to the Senior Credit Agreement (filed as
         Exhibit  10.13 to the Company's  Quarterly  Report on Form 10-Q for the
         three months ended June 30, 2001).

10.15    Waiver, dated September 10, 2001, to the Senior Credit Agreement.

(b)      REPORTS ON FORM 8-K:

The Company filed the following report on Form 8-K during the three months ended
September 30, 2001:

DATE OF FILING         ITEMS REPORTED                 SUBJECT OF REPORT
--------------         --------------                 -----------------

September 21, 2001          5, 7          Reporting  that the Company's  lenders
                                          extended  the term of its main  credit
                                          facility  to  and  deferred   interest
                                          through December 14, 2001. The Company
                                          also reported  that certain  financial
                                          covenants   contained  in  the  credit
                                          facility were waived.


<PAGE>

                                                                              23
                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                        AUDIO VISUAL SERVICES CORPORATION

                                   Registrant

                             Date: November 13, 2001


                                          By: /s/ Digby J. Davies
                                              ----------------------------------
                                              Digby J. Davies
                                              President and Chief Operating
                                              Officer and Acting Chief Financial
                                              Officer (Principal Financial and
                                              Accounting Officer)


<PAGE>

                                                                              24
                                  EXHIBIT INDEX

EXHIBIT
NUMBER                        DESCRIPTION OF DOCUMENT


3.2      Restated  Certificate of Incorporation of the Company,  filed March 15,
         1996,  with the  Secretary of State of the State of Delaware  (filed as
         Exhibit  3.1 to the  Company's  Quarterly  Report  on Form 10-Q for the
         quarterly  period  ended  March  31,  1996 and  incorporated  herein by
         reference).

3.2      Certificate of Amendment to the Restated  Certificate of  Incorporation
         of the Company,  filed March 30, 1998,  with the  Secretary of State of
         the State of Delaware (filed as Exhibit 3.2 to the Company's  Quarterly
         Report on Form 10-Q for the quarterly  period ended March 31, 1998 and,
         incorporated herein by reference).

3.3      Certificate of Amendment to the Restated  Certificate of  Incorporation
         of the Company,  filed  September 29, 2000, with the Secretary of State
         of the State of Delaware  (filed as Exhibit to the Company's  Quarterly
         Report on Form 10-Q for the  quarterly  period  ended June 30, 2000 and
         incorporated herein by reference).

3.5      Third Amended and Restated By-Laws of the Company (filed as Exhibit 3.3
         to the Company's Quarterly Report on Form 10-Q for the quarterly period
         ended December 31, 1998 and incorporated herein by reference).

10.1     Credit   Agreement,   dated  as  of  October  28,  1997  (the   "Credit
         Agreement'"),  among the Company,  Caribiner, Inc., the several lenders
         named therein and The Chase  Manhattan Bank, as  Administrative  Agent,
         and Merrill Lynch Capital Corporation,  as Syndication Agent (schedules
         and  exhibits  omitted  the  Company  agrees  to  furnish a copy of any
         schedule or exhibit to the Commission  upon request)  (filed as Exhibit
         10.10 to the  Company's  Annual Report on Form 10-K for the fiscal year
         ended September 30, 1997 and incorporated herein by reference).

10.2     First  Amendment  and  Agreement,  dated as of March 31,  1998,  to the
         Credit Agreement  (schedules and exhibits omitted the Company agrees to
         furnish  a copy of any  schedule  or  exhibit  to the  Commission  upon
         request) (filed as Exhibit 10.13 to the Company's Annual Report on Form
         10-K for the fiscal  year ended  September  30,  1998 and  incorporated
         herein by reference).

10.3     Second  Amendment  and Waiver,  dated as of December 18,  1998,  to the
         Credit Agreement  (schedules and exhibits omitted the Company agrees to
         furnish  a copy of any  schedule  or  exhibit  to the  Commission  upon
         request) (filed as Exhibit 10.14 to the Company's Annual Report on Form
         10-K for the fiscal  year ended  September  30,  1998 and  incorporated
         herein by reference).

10.4     Third  Amendment  and Waiver,  dated as of July 30, 1999, to the Credit
         Agreement (schedules and exhibits omitted the Company agrees to furnish
         a copy of any  schedule  or exhibit  to the  Commission  upon  request)
         (filed as Exhibit 10.1 to the Company's  Quarterly  Report on Form 10-Q
         for the quarterly period ended June 30, 1999 and incorporated herein by
         reference).


<PAGE>
                                                                              25

10.5     Fourth Amendment, Consent and Waiver, dated as of December 23, 1999, to
         the Credit Agreement (schedules and exhibits omitted the Company agrees
         to furnish a copy of any  schedule  or exhibit to the  Commission  upon
         request) (filed as Exhibit 10.17 to the Company's Annual Report on Form
         10-K for the fiscal  year ended  September  30,  1999 and  incorporated
         herein by reference).

10.6     Fifth Amendment,  Consent and Agreement, dated as of March 31, 2000, to
         the Credit Agreement (schedules and exhibits omitted the Company agrees
         to furnish a copy of any  schedule  or exhibit to the  Commission  upon
         request)  (filed as Exhibit 10.6 to the Company's  Quarterly  Report on
         Form  10-Q  for  the   Quarterly   Period  ended  March  31,  2000  and
         incorporated herein by reference).

10.7     Sixth Amendment,  Consent and Agreement,  dated as of January 29, 2001,
         to the Credit  Agreement  (schedules and exhibits omitted - the Company
         agrees to furnish a copy of any  schedule or exhibit to the  Commission
         upon request) (filed as Exhibit 10.7 to the Company's Transition Report
         on Form 10-Q for the three months ended December 31, 2000.)

10.8     Waiver,  dated May 4, 2001, to the Credit  Agreement  (filed as Exhibit
         10.8 to the  Company's  Quarterly  Report  on Form  10-Q for the  three
         months ended March 31, 2001.)

10.9     Waiver,  dated June 30, 2001, to the Credit Agreement (filed as Exhibit
         10.9 to the  Company's  Quarterly  Report  on Form  10-Q for the  three
         months ended June 30, 2001.)

10.10    Waiver,  dated  August  10,  2001,  to the Credit  Agreement  (filed as
         Exhibit  10.10 to the Company's  Quarterly  Report on Form 10-Q for the
         three months ended June30, 2001.)

10.11    Seventh  Amendment and Waiver,  dated September 10, 2001, to the Credit
         Agreement.

10.12    Senior  Secured  Revolving  Credit  Agreement,  dated as of January 29,
         2001, among the Company,  Audio Visual Services (NY)  Corporation,  the
         several   lenders  named  therein,   The  Chase   Manhattan   Bank,  as
         Administrative Agent, and Chase Securities,  Inc., as Arranger (`Senior
         Credit Agreement") (schedules and exhibits omitted - the Company agrees
         to furnish a copy of any  schedule  or exhibit to the  Commission  upon
         request) (filed as Exhibit 10.8 to the Company's  Transition  Report on
         Form 10-Q for the three months ended December 31, 2000.)

10.13    Waiver,  dated May 4, 2001,  to the Senior Credit  Agreement  (filed as
         Exhibit  10.10 to the Company's  Quarterly  Report on Form 10-Q for the
         three months ended March 31, 2001).

10.14    Waiver, dated August 10, 2001, to the Senior Credit Agreement (filed as
         Exhibit  10.13 to the Company's  Quarterly  Report on Form 10-Q for the
         three months ended June 30, 2001).

10.15    Waiver, dated September 10, 2001, to the Senior Credit Agreement.