<PAGE>   1

================================================================================

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

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

                                    FORM 10-Q

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

         FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                                       OR

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

         FOR THE TRANSITION PERIOD FROM _________________ TO _____________



                         COMMISSION FILE NUMBER: 0-31341

                         VIASOURCE COMMUNICATIONS, INC.
             (Exact name of Registrant as specified in its charter)

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

                 New Jersey                                  22-2966853
      (State or other jurisdiction of                     (I.R.S. Employer
       incorporation or organization)                    Identification No.)



                     200 East Broward Boulevard, Suite 2100
                         Fort Lauderdale, Florida 33301
                                  800-683-0253
          (Address, including zip code and telephone number, including
            area code, of Registrant's principal executive offices)

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

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 filings for the
past 90 days [X] Yes [ ] No

             The number of shares of common stock outstanding as of
                          May 18, 2001 was 43,196,436


================================================================================



<PAGE>   2

                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                 VIASOURCE COMMUNICATIONS, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>


                                                                             December 30,          March 31,
                                                                               2000                  2001
                                                                           -------------         -------------
<S>                                                                        <C>                   <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents .......................................        $  13,396,907         $   3,801,718
  Restricted cash .................................................            1,348,854             1,348,854
  Accounts receivable (net of allowance for doubtful accounts of
                 $2,460,098 and $3,017,849, respectively) .........           36,438,835            36,750,770
  Supply inventory ................................................            4,040,137             3,409,985
  Prepaid expenses and other ......................................            1,581,377             2,150,163
                                                                           -------------         -------------
          Total current assets ....................................           56,806,110            47,461,490
                                                                           -------------         -------------
PROPERTY AND EQUIPMENT, net .......................................           25,063,934            27,859,506
GOODWILL AND OTHER INTANGIBLES, net ...............................           97,382,300            93,802,823
OTHER ASSETS ......................................................            2,260,899             2,179,460
                                                                           -------------         -------------
TOTAL ASSETS ......................................................        $ 181,513,243         $ 171,303,279
                                                                           =============         =============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long-term debt ...............................        $   3,046,847         $   3,574,137
  Accounts payable ................................................           13,469,335             9,974,461
  Accrued expenses ................................................           13,549,079            16,311,106
  Deferred revenue ................................................            7,702,807             5,041,325
                                                                           -------------         -------------
          Total current liabilities ...............................           37,768,068            34,901,029
                                                                           -------------         -------------
LONG-TERM DEBT ....................................................           58,200,629            59,303,191
                                                                           -------------         -------------
DEFERRED TAX LIABILITY ............................................              150,304                78,096
                                                                           -------------         -------------

COMMITMENTS AND CONTIGENCIES

SHAREHOLDERS' EQUITY:
  Common stock, no par value, 115,000,000 shares authorized,
    45,516,690 shares issued and 42,472,716 outstanding,
    respectively ..................................................          165,090,893           164,997,216
  Deferred compensation ...........................................             (779,175)             (542,986)
  Accumulated other comprehensive loss ............................              (11,337)              (11,337)
  Accumulated deficit .............................................          (74,906,139)          (83,421,930)
  Treasury stock, 3,043,974 shares at cost ........................           (4,000,000)           (4,000,000)
                                                                           -------------         -------------
          Total shareholders' equity ..............................           85,394,242            77,020,963
                                                                           -------------         -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ........................        $ 181,513,243         $ 171,303,279
                                                                           =============         =============

</TABLE>




                                       2
<PAGE>   3

                 VIASOURCE COMMUNICATIONS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


<TABLE>
<CAPTION>

                                                         Three Months Ended
                                                 -------------------------------------
                                                   April 1,                 March 31,
                                                     2000                     2001
                                                 ------------             ------------
<S>                                              <C>                      <C>
REVENUES ................................        $ 29,097,733             $ 50,965,798
OPERATING EXPENSES:
  Cost of revenues ......................          25,086,556               44,103,326
  Selling, general and administrative....           4,928,829                8,413,110
  Depreciation and amortization .........           1,258,690                5,470,462
                                                 ------------             ------------
      Total operating expenses ..........          31,274,075               57,986,898
                                                 ------------             ------------
Loss from operations ....................          (2,176,342)              (7,021,100)
                                                 ------------             ------------
INTEREST INCOME .........................                  --                   34,959
INTEREST EXPENSE ........................             679,114                1,529,649
                                                 ------------             ------------
Loss before income taxes ................          (2,855,456)              (8,515,790)
INCOME TAX BENEFIT ......................             154,000                       --
                                                 ------------             ------------
NET LOSS ................................        $ (2,701,456)            $ (8,515,790)
                                                 ============             ============
Basic and diluted net loss per share.....        $      (0.10)            $      (0.20)
                                                 ============             ============

</TABLE>



          See accompanying notes to consolidated financial statements.




                                       3
<PAGE>   4
                 VIASOURCE COMMUNICATIONS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>

                                                                          Three Months Ended
                                                                 -------------------------------------
                                                                   April 1,                March 31,
                                                                     2000                    2001
                                                                 ------------             ------------
<S>                                                              <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss ....................................................  $ (2,701,456)            $ (8,515,790)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
    Depreciation and amortization .............................     1,258,690                5,470,462
    Amortization of deferred compensation .....................     1,580,658                  142,512
    Amortization of debt issuance costs .......................            --                  107,778
    Provision for (benefit) deferred taxes ....................      (400,193)                      --
    Stock compensation expense ................................       292,210                       --
    Changes in operating assets and liabilities:
      Accounts receivable .....................................    (4,092,398)                (311,935)
      Supply inventory ........................................      (776,543)                 630,152
      Prepaid expenses and other assets .......................      (458,748)                (667,333)
      Accounts payable ........................................     1,920,963               (4,100,379)
      Accrued expenses and deferred revenue ...................     1,864,710                  426,898
                                                                 ------------             ------------
            Net cash used in operating activities .............    (1,512,107)              (6,817,635)
                                                                 ------------             ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment .........................    (1,412,262)              (4,081,053)
                                                                 ------------             ------------
            Net cash used in investing activities .............    (1,412,262)              (4,081,053)
                                                                 ------------             ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term debt ................................     5,280,076                2,000,000
  Repayments on long-term debt ................................    (3,873,987)                (696,501)
  Proceeds from exercise of stock options .....................        24,700                       --
                                                                 ------------             ------------
            Net cash provided by financing activities .........     1,430,789                1,303,499
                                                                 ------------             ------------
NET DECREASE IN CASH AND CASH EQUIVALENTS .....................    (1,493,580)              (9,595,189)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ................     6,807,290               13,396,907
                                                                 ------------             ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD ......................  $  5,313,710             $  3,801,718
                                                                 ============             ============

</TABLE>


          See accompanying notes to consolidated financial statements.



                                       4
<PAGE>   5
                 VIASOURCE COMMUNICATIONS, INC. AND SUBSIDIARIES

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1. BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements of Viasource
Communications, Inc. and its subsidiaries ("Viasource" or the "Company") have
been prepared in accordance with generally accepted accounting principles for
interim financial statements and with 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 financial information furnished in this
report reflects all material adjustments (including normal recurring accruals)
necessary for a fair presentation of the results for the interim periods
presented. The results of operations for the three months ended March 31, 2001
are not necessarily indicative of the results to be expected for the entire
year. All significant intercompany accounts have been eliminated. The unaudited
consolidated financial statements should be read in conjunction with the
consolidated financial statements and related notes thereto included in
Viasource's Annual Report on Form 10-K for the year ended December 30, 2000.

2. BACKGROUND

    Viasource is a nationwide enabler of broadband technologies to residential
and commercial consumers. As a technology-neutral enabler, the Company offers
comprehensive network integration services to providers in the cable,
telecommunications, satellite and wireless industries. Viasource provides
installation, integration, fulfillment, and long-term maintenance and support
services for broadband video, voice and data technologies.

    The Company has grown through a number of acquisitions and has a limited
operating history as a combined company. The Company acquired two businesses in
fiscal 1999 and four businesses in the second quarter of fiscal 2000. All the
acquired businesses had been operating independently.

    On August 18, 2000, the Company completed its initial public offering,
whereby it sold 5,000,000 shares of common stock for $8.00 a share for gross
proceeds of $40 million. In September 2000, an over allotment of 750,000 shares
was sold for $8.00 a share for gross proceeds of $6 million. The Company
received $3 million of proceeds from the over allotment of 375,000 shares and a
selling shareholder received the remaining proceeds for the sale of 375,000
shares. The costs associated with the initial public offering were $7.6 million.

3. GOODWILL AND OTHER INTANGIBLES

    The Company amortizes, on a straight-line basis, the excess of cost over the
fair value of the net tangible and identifiable intangible assets of acquired
businesses over an estimated life of 10 to 20 years. Other identifiable
intangible assets, including agreements not-to-compete, tradenames, trained
workforce and customer relationships, are amortized on a straight-line basis
over their estimated economic lives of 1 to 20 years.

    The Company continually evaluates whether events and changes in
circumstances warrant revised estimates of useful lives or recognition of an
impairment loss of unamortized goodwill. The conditions that would trigger an
impairment assessment of unamortized goodwill include a significant negative
trend in the Company's operating results or cash flows, a decrease in demand for
the Company's services, change in the competitive environment and other industry
and economic factors. The Company measures impairment of unamortized goodwill
utilizing the discounted cash flow method. The present value of those estimated
cash flows is then compared to the Company's net book value; if the book value
exceeds the present value of those cash flows, the excess of the unamortized
goodwill is written off. The discount rate used in determining the present value
of those cash flows would be based on the Company's weighted average cost of
capital commensurate with the risk involved. As of March 31, 2001 the Company
determined that there has been no impairment of goodwill.



                                       5
<PAGE>   6

4. IMPAIRMENT OF LONG-LIVED ASSETS

    The Company accounts for possible impairments of long-lived assets in
accordance with SFAS No. 121, "Accounting for Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of". SFAS No. 121 requires that
long-lived assets, certain identifiable intangibles, and goodwill related to
those assets to be held and used and long-lived assets and certain identifiable
intangibles to be disposed of, be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. If events or changes in circumstances indicate that the carrying
amount of an asset that the Company expects to hold and use may not be
recoverable, future cash flows (undiscounted and without interest charges)
expected to result from the use of the asset and its eventual disposition must
be estimated. If the undiscounted value of the future cash flows is less than
the carrying amount of the asset the carrying value of the assets and related
goodwill are reduced by the amount by which the carrying value exceeds fair
value. Assets to be disposed of or are no longer available for use are reported
at the lower of carrying amount or fair value less cost to sell. Fair value is
determined based on various discounted cash flow valuation techniques. During
the three months ended March 31, 2001, the Company determined that there has
been no impairment of long-lived assets.

5. NET LOSS PER SHARE

    The Company has presented basic and diluted net loss per share pursuant to
SFAS No. 128, "Earnings per Share," and the Securities and Exchange Commission
SAB No. 98. In accordance with SFAS No. 128, basic net loss per share has been
computed by dividing net loss by the weighted-average number of shares of common
stock outstanding during the period. Diluted net loss per share includes the
effect, if any, from the potential exercise or conversion of securities, such as
stock options, which would result in the issuance of shares of common stock. For
the three months ended April 1, 2000 and March 31, 2001, diluted net loss per
share is the same as basic net loss per share as all additional potentially
diluted shares from the exercise or conversion of securities into common stock
are excluded since the result is anti-dilutive due to the Company's losses. The
amount of shares of common stock equivalents that were excluded from the diluted
earnings per share calculation because they were considered anti-dilutive for
the three months ended April 1, 2000 and March 31, 2001 was 185,294 and 313,612,
respectively.

    The following table presents the calculation of basic and diluted net loss
per share.

                                                    Three Months Ended
                                               --------------------------
                                                 April 1,      March 31,
                                                   2000          2001
                                               -----------    -----------

               Net loss..................      $(2,701,456)   $(8,515,790)
                                               ===========    ===========
               Basic and diluted:
                 Weighted-average shares
                    used in computing basic
                    and diluted net
                    loss per share.......       26,581,311     42,472,716
                                               ===========    ===========
               Basic and diluted net
                 loss per share..........           $(0.10)        $(0.20)
                                               ===========    ===========

6. INCOME TAXES

    No benefit for income taxes was recorded for the three months ended March
31, 2001 due to an offsetting increase in the Company's valuation allowance,
which totaled $7,187,561. Realization of the future tax benefits related to
deferred tax assets is dependent on many factors, including the Company's
ability to generate future taxable income. Management has considered these
factors in reaching its conclusions to the need for a valuation allowance for
financial reporting purposes.

7. BUSINESS COMBINATIONS

    On April 21, 2000, the Company acquired substantially all of the assets (and
assumed substantially all of the liabilities) of D.S. Cable TV Contractors, Inc.
("D.S. Cable") for approximately $5.9 million, including transaction costs. The
purchase price consisted of $1,500,000 in cash, $750,000 in seller notes,
387,735 shares of common stock valued at $9.00 per share or $3,489,615. The
application of the purchase method resulted in $5,034,230 of excess purchase
price over the estimated fair value of the net tangible assets acquired of
$871,490. The excess purchase price was allocated to intangible assets
consisting of $180,000 for an agreement not-to-compete, $300,000 for trained
workforce, $2,840,000 for customer relationships and $1,714,230 for goodwill.
Intangible assets are amortized on a straight-line basis over their estimated
useful lives of 6 years for the agreement not-to-compete, 7.5 years for trained
workforce, 20 years for customer relationships and 20 years for goodwill.




                                       6
<PAGE>   7

    On May 4, 2000, the Company acquired substantially all of the assets (and
assumed substantially all of the liabilities) of Service Cable Electric, Inc.
and Service Cable Corporation (collectively "Service Cable") for approximately
$6.2 million, including transaction costs. The purchase price consisted of
$980,000 in cash, $1,960,000 in seller notes, 329,412 shares of common stock
valued at $9.00 per share, or $2,964,708, options to purchase common stock with
a fair value of $189,374. The application of the purchase method resulted in
$6,161,682 of excess purchase price over the estimated fair value of the net
tangible assets acquired of $44,637. The excess purchase price was allocated to
intangible assets consisting of $190,000 for an agreement not-to-compete,
$500,000 for trained workforce, $2,970,000 for customer relationships and
$2,501,682 for goodwill. Intangible assets are amortized on a straight-line
basis over their estimated useful lives of 6 years for the agreement
not-to-compete, 7.5 years for trained workforce, 20 years for customer
relationships and 20 years for goodwill.

    On June 1, 2000, the Company acquired all of the outstanding stock of
Excalibur Cable Communications, Ltd. ("Excalibur") for approximately $25.4
million (subject to certain post-closing adjustments), including transaction
costs. The purchase price consisted of $4,000,000 in cash, $4,000,000 in seller
notes and 1,882,353 shares of common stock valued at $9.00 per share or
$16,941,177. The application of the purchase method resulted in approximately
$24,201,592 of excess purchase price over the estimated fair value of the net
tangible assets acquired of $3,097,894. The excess purchase price was allocated
to intangible assets consisting of $1,200,000 for an agreement not-to-compete,
$1,300,000 for trained workforce, $16,300,000 for customer relationships and
$5,401,592 for goodwill. Intangible assets are amortized on a straight-line
basis over their estimated useful lives of 5 years for the agreement
not-to-compete, 7.5 years for trained workforce, 20 years for customer
relationships and 20 years for goodwill.

    On June 1, 2000, the Company acquired all of the outstanding stock of
TeleCore, Inc. ("TeleCore") for approximately $86.8 million, including
transaction costs. The purchase price consisted of $16,866,481 in seller notes,
3,688,865 and 3,096,159 shares of common and preferred stock, respectively, both
valued at $9.00 per share, or a total of $61,065,216, 1,183,196 options to
purchase common stock valued at $8,452,640. The application of the purchase
method resulted in approximately $92,048,321 of excess purchase price over the
estimated fair value of the net deficit acquired of $5,380,027. The excess
purchase price was allocated to intangible assets consisting of $19,500,000 for
agreements not-to-compete, $3,400,000 for trained workforce, $45,000,000 for
customer relationships and $24,148,321 for goodwill. Intangible assets are
amortized on a straight-line basis over their estimated useful lives of 3.6
years for the agreements not-to-compete, 7.5 years for trained workforce, 10
years for customer relationships and 10 years for goodwill. Allocation of excess
purchase price over the estimated fair value at the date of acquisition does not
reflect the impairment loss on intangible assets and related goodwill of $52.9
million recorded in the fourth quarter of 2000.

    The following unaudited pro forma summary combines the consolidated results
of operations of Viasource, D.S. Cable, Service Cable, Excalibur and TeleCore as
if the transactions had occurred as of the beginning of the period presented
after giving effect to certain adjustments including amortization of the
purchase price in excess of the net tangible assets acquired and interest
expense. The unaudited pro forma results are for informational purposes and are
not necessarily indicative of the results of operations that would have occurred
if Viasource, D.S. Cable, Service Cable, Excalibur and TeleCore had been
combined during such periods or the future results of operations of the Company.

                                                   Three Months Ended
                                            ---------------------------------
                                              April 1,            March 31,
                                                2000                 2001
                                            ------------         ------------

Revenue ...............................     $ 47,686,822         $ 50,965,798
                                            ------------         ------------
Operating loss.........................      (12,793,241)          (7,021,100)
                                            ------------         ------------
Net loss...............................      (14,410,456)          (8,515,790)
                                            ------------         ------------
Basic and diluted net loss per share...            (0.39)               (0.20)
                                            ------------         ------------

8. SUPPLEMENTAL CASH FLOW INFORMATION

    For the three months ended April 1, 2000 and March 31, 2001, the Company
made interest payments of $0.6 million and $0.7 million, respectively, and paid
income taxes of $0 and $0.2 million, respectively.




                                       7
<PAGE>   8

9.  LONG TERM DEBT

<TABLE>
<CAPTION>

                                                                                  December 30,       March 31,
                                                                                      2000             2001
                                                                                  -----------       -----------
<S>                                                                               <C>               <C>
Term note with principal payable in quarterly installments
   of $468,750 commencing on December 31, 2000, $937,500 on
   December 31, 2001 and $1,406,250 on December 31, 2003;
   bearing interest at prime plus 2.75% or LIBOR plus 4.00%
   payable quarterly, through September 7, 2004, when all
   remaining principal and interest is due and payable. At
   December 30, 2000 and March 31, 2001, the interest rate
   was 10.80% and 8.95%, respectively...........................................  $15,000,000       $14,531,250
Revolving line of credit up to $25,000,000 due on September 7, 2004
   bearing interest at prime plus 2.25% or LIBOR plus 3.5% payable
   quarterly through September 7, 2004. At December 30, 2000 and
   March 31, 2001 the interest rate was 10.28% and 9.04%, respectively..........   20,031,006        22,031,006
Subordinated notes payable to shareholders of acquired companies. At
   December 30, 2000 and March 31, 2001, the interest rate was 9%,
   which represents $818,380 and $1,144,735, respectively.......................   22,280,194        22,606,549
Capital lease obligations.......................................................    3,936,276         3,708,523
                                                                                  -----------       -----------
                                                                                   61,247,476        62,877,328
Less -- Current maturities......................................................   (3,046,847)       (3,574,137)
                                                                                  -----------       -----------

                                                                                  $58,200,629       $59,303,191
                                                                                  ===========       ===========

</TABLE>

TERM NOTE AND REVOLVING CREDIT FACILITIES

    On April 13, 2001, the Company executed an amendment to the term note and
revolving credit facility, which changed its financial covenants relating to
coverage ratios such as leverage, debt service and capital expenditures for
fiscal 2001. On May 21, 2001, the Company executed an amendment to the term note
and revolving credit facility to more accurately reflect our business.
Specifically, the financial coverage ratios were deemed not meaningful and the
related covenants were therefore waived by GECC for the remainder of fiscal
2001. In lieu thereof, the pricing terms of the credit facility were
restructured and minimum revenue and EBITDA requirements which more
appropriately correlate to our business were included as additional financial
covenants. In addition, the Company's capital expenditures covenant was amended
to require that capital expenditures in excess of $1 million during the
remainder of fiscal 2001 be financed with the net proceeds of any equity raised
by the Company.

    The Company has approximately $3.0 million available for future borrowings,
all of which is available for letters of credit under the revolving credit
facility. GECC has informed the Company, however, that due to its inability to
meet certain financial covenants, which the Company believes has been addressed
in the May 21, 2001 amendment referenced above, GECC will restrict the Company's
ability to draw on the remaining $3.0 million available for future borrowings.

SUBORDINATED NOTES

    The Company has outstanding approximately $22.6 million of subordinated
notes issued to shareholders in its 2000 acquisitions of TeleCore, Excalibur and
Service Cable. The notes payable to shareholders have stated maturity dates in
November 2001, however all of these notes are subordinate to the Term Note and
Revolving Credit Facility and all principal and interest payments are contingent
upon the repayment of the Term Note and Revolving Credit Facility. As a result,
the subordinated notes and related accrued interest have been classified as
long-term debt in the accompanying unaudited consolidated balance sheets. These
notes bear interest at 9%.

10. SEGMENTS

    The Company follows SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." The Company classifies its operations into
four segments: Cable, Telephony and Internet, Satellite and Wireless, and
Premise Networking, Staffing and Other. The operating segments are managed
separately because each operating segment represents a strategic business unit
that offers different services. The accounting policies of the operating
segments are the same as described in the summary of significant accounting
policies. The business segments are described in further detail below:

       The Cable segment provides traditional and advanced cable installation,
    disconnects, equipment recovery, collection and system audit services.

       The Telephony and Internet segment includes installation and maintenance
    of DSL services, cable telephony and high-speed data services and other
    broadband services, as well as traditional telephony services for commercial
    and residential consumers.




                                       8
<PAGE>   9

       The Satellite and Wireless segment includes installation, equipment
    conversion and maintenance services of direct broadcast satellite and other
    wireless technologies.

       The Premise Networking, Staffing and Other segment includes installation
    and maintenance of local area and wide area networking services and other
    communication systems for commercial and residential consumers as well as
    provision of installation technicians to commercial customers.

       Corporate operations include senior management activities, professional
    services and headquarters' facility and support and employee benefit costs,
    not allocated to the other segments.

       Segment assets include amounts specifically identified to Cable,
    Telephony and Internet, Satellite and Wireless, and Premise Networking,
    Staffing and Other segments. Corporate assets consist primarily of cash and
    cash equivalents, marketable securities, and capitalized financing costs.

       Business segment information is as follows (in thousands):

<TABLE>
<CAPTION>

                                                                  Three Months Ended
                                                             --------------------------
                                                              April 1,        March 31,
                                                                2000            2001
                                                             ---------        ---------
<S>                                                          <C>               <C>
REVENUES
  Cable..............................................        $ 19,125         $23,489
  Telephony and Internet.............................           5,485          10,291
  Satellite and Wireless.............................           4,360          14,297
  Premise Networking, Staffing and Other.............             128           2,889
                                                             --------         -------
                                                             $ 29,098         $50,966
                                                             ========         =======
OPERATING LOSS
  Cable..............................................        $  1,227         $  (554)
  Telephony and Internet.............................             800          (4,228)
  Satellite and Wireless.............................          (1,309)            532
  Premise Networking, Staffing and Other.............             (66)         (1,479)
  Corporate..........................................          (4,188)         (1,292)
                                                             --------         -------
                                                             $ (3,536)        $(7,021)
                                                             ========         =======
</TABLE>

11.  RECENTLY ISSUED ACCOUNTING STANDARDS

    In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133") SFAS
133, as amended, is effective for fiscal years beginning after June 15, 2000.
SFAS 133 requires that every derivative instrument be recorded in the balance
sheet as either an asset or liability measured at its fair value. Changes in the
derivative's fair value will be recognized in income unless specific hedge
accounting criteria are met. The Company adopted SFAS 133, as amended, beginning
December 31, 2000, and did not have a material impact on its unaudited
consolidated financial statements as the Company does not have any derivative
financial instruments as of March 31, 2001.



                                       9
<PAGE>   10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

    SOME OF THE STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS REGARDING
VIASOURCE'S BUSINESS STRATEGY AND EXPECTATIONS, PLANS FOR GROWTH AND BUSINESS
RELATIONSHIPS, ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. THESE FORWARD-LOOKING STATEMENTS ARE
SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES, WHICH COULD CAUSE VIASOURCE'S
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE ANTICIPATED IN SUCH STATEMENTS.
FACTORS THAT COULD CAUSE SUCH RESULTS TO DIFFER INCLUDE VIASOURCE'S LIMITED
OPERATING HISTORY, COMPETITIVE PRICING PRESSURES IN VIASOURCE'S INDUSTRY,
PROVISIONS IN VIASOURCE'S AGREEMENTS WITH CLIENTS THAT PERMIT CANCELLATION ON
SHORT NOTICE AND OTHER FACTORS DISCUSSED IN VIASOURCE'S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION ("SEC"), INCLUDING THE "RISK FACTORS" SECTION
INCLUDED IN OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 30, 2000.
VIASOURCE DOES NOT ASSUME ANY OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING
STATEMENTS.

    THE FOLLOWING DISCUSSION AND ANALYSIS CONTAINS STATEMENTS OF A
FORWARD-LOOKING NATURE RELATING TO FUTURE EVENTS OR OUR FUTURE FINANCIAL
PERFORMANCE. THIS DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH THE
FINANCIAL STATEMENTS AND RELATED NOTES WHICH APPEAR ELSEWHERE HEREIN. THIS
REPORT MAY NOT CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT TO YOU. THIS
SECTION SHOULD BE READ TOGETHER WITH THE ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 30, 2000.

OVERVIEW

    We derive revenues from providing installation, integration, fulfillment,
and long-term maintenance and support services to broadband service providers on
both a residential and commercial basis. We design, install and maintain
LANs/WANs and other network applications on a commercial and residential basis.

    We operate in four reportable segments:

    o   CABLE, which includes traditional and advanced cable television
        installation, disconnect, equipment recovery, account collection and
        system audit services,

    o   TELEPHONY AND INTERNET, which includes installation and maintenance of
        digital subscriber line, or DSL services, cable telephony and high-speed
        data services and other broadband services, as well as traditional
        telephony services for commercial and residential consumers,

    o   SATELLITE AND WIRELESS, which includes installation, equipment
        conversion and maintenance services for direct broadcast satellite, or
        DBS, and other wireless technologies, and

    o   PREMISE NETWORKING, STAFFING AND OTHER, which includes design,
        installation and maintenance of LANs/WANs and other network applications
        for commercial and residential consumers, as well as the provision of
        installation technicians to commercial customers.

    We provide services to our clients pursuant to service contracts, most of
which are cancelable on short notice. Under the terms of such contracts, the
client can typically terminate the contract with 30 to 90 days prior written
notice. Historically, these service contracts have been awarded through a
competitive bidding process, but recently we have experienced trends toward
securing such contracts by negotiations. These service contracts provide for
payment based on the installations or other services we provide. Revenues are
generally recognized as services are performed, except that portion of our
satellite and wireless revenues that has been deferred, discussed elsewhere
herein.

    Cost of revenues is our principal expense and it consists mostly of
labor-related expenses. The cost of revenues includes all costs of field service
technicians, supervisory and quality control personnel, subcontractor costs, all
costs related to the operation and maintenance of vehicles and equipment, cost
of materials not supplied by the client, field office occupancy costs and
insurance costs. Cost of revenues includes all direct costs of providing
services under our contracts, other than depreciation on vehicles and equipment
owned or utilized by us under capital leases. Typically, newly hired field
technicians attend various Viasource developed and Viasource sponsored technical
and safety training courses during the initial 30 days of employment. Viasource
also provides a variety of continuing education programs designed to assist our
employees in maintaining technical competence and professional certifications.
Costs associated with operating and maintaining safety and training centers,
including educational training and safety manuals, materials and supplies,
occupancy costs and staffing costs, are charged to the cost of revenues.
Included in cost of revenues are non-recurring, non-cash compensation charges
associated with the amortization of unearned compensation related to certain
stock




                                       10
<PAGE>   11

and stock option grants issued during fiscal 1999 and the first six months of
2000 to certain employees and consultants for services rendered to us.

    Selling, general and administrative costs include all costs of executive
personnel, certain clerical and administrative support personnel, occupancy
costs, travel and entertainment costs, provision for doubtful accounts and
accounting, legal, consulting and other professional fees. Included in selling
general and administrative costs are compensation charges identified as special
compensation charges as discussed above.

    Depreciation and amortization expenses include depreciation of property and
equipment and amortization of goodwill and other intangibles. The goodwill and
other intangibles are being amortized over periods ranging from 1 to 20 years
with a weighted average life of 11 years.

    We have included EBITDA in our Management's Discussion and Analysis of
Financial Condition and Results of Operations. We have presented EBITDA to
enhance the reader's understanding of our operating results. EBITDA consists of
net loss excluding net interest, taxes, depreciation and amortization. EBITDA is
provided because it is an important measure of financial performance commonly
used in the telecommunications industry to determine the value of companies
within the industry and to define standards for borrowing from institutional
lenders. The reader should not construe EBITDA as an alternative to operating
income, as an indicator of our operating performance or as an alternative to
cash flows from operating activities as a measure of our liquidity, determined
in accordance with generally accepted accounting principles. We may calculate
EBITDA differently than other companies.

    For further information, see our unaudited consolidated financial statements
and notes thereto included elsewhere herein.





                                       11
<PAGE>   12

RESULTS OF OPERATIONS

    The following table presents certain operating and other unaudited financial
data for the three months ended April 1, 2000 and March 31, 2001.

                                                          Three Months Ended
                                                      --------------------------
                                                      April 1,         March 31,
                                                        2000             2001
                                                      --------         --------
                                                        (Dollars in thousands)
      OPERATING DATA:
        Revenues .............................        $ 29,098         $ 50,966
        Operating expenses:
           Cost of revenues ..................          25,086           44,103
           Selling, general and administrative           4,929            8,413
           Depreciation and amortization .....           1,259            5,471
                                                      --------         --------
               Total operating expenses .....           31,274           57,987
        Loss from operations .................          (2,176)          (7,021)
                                                      --------         --------
        Interest income ......................              --               35
        Interest expense .....................             679            1,530
                                                      --------         --------
        Loss before income taxes .............          (2,855)          (8,516)
        Income tax benefit ...................             154               --
                                                      --------         --------
        Net loss .............................        $ (2,701)        $ (8,516)
                                                      --------         --------
      OTHER FINANCIAL DATA:
        EBITDA ...............................        $   (917)        $ (1,550)
                                                      ========         ========


    The following table presents certain selected financial data for our
operating segments, as well as our corporate expenses (which include certain
financing costs, employee benefit costs and other selling, general and
administrative expenses), for the three months ended March 31, 2001 and April 1,
2000.

                                                          Three Months Ended
                                                      --------------------------
                                                      April 1,         March 31,
                                                        2000             2001
                                                      --------         --------
                                                        (Dollars in thousands)
      REVENUES
        Cable ................................        $ 19,125         $ 23,489
        Telephony and Internet ...............           5,485           10,291
        Satellite and Wireless ...............           4,360           14,297
        Premise Networking, Staffing and Other             128            2,889
                                                      --------         --------
                                                      $ 29,098         $ 50,966
                                                      ========         ========
      OPERATING LOSS
        Cable.................................        $  1,227         $   (554)
        Telephony and Internet ...............             800           (4,228)
        Satellite and Wireless ...............          (1,309)             532
        Premise Networking, Staffing and Other             (66)          (1,479)
        Corporate ............................          (4,188)          (1,292)
                                                      --------         --------
                                                      $ (3,536)        $ (7,021)
                                                      ========         ========



THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED APRIL 1, 2000

    REVENUES. Total revenues for the three months ended March 31, 2001 were
$51.0 million, an increase of $21.9 million, or 75%, as compared to total
revenues of $29.1 million for the three months ended April 1, 2000. Of this
increase, $13.6 million, or 62%, was attributable to the companies acquired in
fiscal 2000, and the balance of 38% was attributable to internal growth.

    As a result of our diversification strategy implemented during fiscal 2000,
we are no longer dependent on one primary revenue source.

    In the first quarter of 2001, we recognized $23.5 million of revenue from
our Cable segment, as compared to $19.1 million in the prior first quarter, an
increase of 23%. This increase resulted primarily from internal growth, which
represented approximately $2.7




                                       12
<PAGE>   13

million of the quarter-over-quarter increase, or a growth rate of 11.5%. Our
Cable segment represented 46% and 66% of total revenue for the quarters ending
March 31, 2001 and April 1, 2000, respectively.

    We recognized $10.3 million of revenue for the first quarter of 2001 from
our Telephony and Internet segment, as compared to $5.5 million in 2000, an
increase of 88%. The increase includes $3.0 million of revenue resulting from
our DSL services business, which was acquired during 2000 through our purchase
of TeleCore. The increase is also representative of the increased volume from
the installation of high speed data, cable modem and cable telephony services.
Telephony and Internet revenues represented 20% of our total revenue in the
first quarter of 2001 as compared to 19% of total revenue in the first quarter
of 2000. During the fourth quarter of 2000, we recognized a $52.3 million
impairment loss relating to certain intangible assets and related goodwill of
the TeleCore acquisition. This comes as a result of the significant shift in the
DSL-CLEC market that comprised the majority of the Company's DSL client base.

    We recognized $14.3 million of revenues for the three months ended March 31,
2001 from Satellite and Wireless, as compared to $4.4 million for the three
months ended April 1, 2001, an increase of $9.9 million or 228%. The increase is
primarily due to the acquisition of Excalibur during the middle of 2000, which
contributed $7.5 million of revenue for our Satellite and Wireless segment. In
addition, during 2000, we saw a dramatic increase in demand for our services
primarily relating to the conversion program discussed below that ended during
the fourth quarter of 2000. Our clients, DIRECTV and Primestar merged in the
first half of 1999. After the merger, DIRECTV initiated a conversion of
Primestar's customers to its own technology platform, which increased the demand
for our services, beginning in the third quarter of 1999. Of the revenues
derived from the conversion program in fiscal 1999 and 2000, $1.5 million and
$7.7 million, respectively, were subject to potential charge-backs and were
recorded as deferred revenue. During 1999 and 2000, we recognized these amounts
as revenues as the right of charge-back expired over a period of 16 months. Also
during 2000, we signed a five-year contract with DIRECTV. We believe that none
of the revenue associated with the new contract is subject to potential
charge-back and would not require additional deferral of revenues. Since the
completion of the conversion program during the fourth quarter of 2000, our
first quarter 2001 results held significantly fewer conversions and
installations as compared to the first quarter of 2000. The current contract
with DIRECTV has certain installation minimums, however we do not expect to
reach the same level of installations and conversions during the second quarter
of 2001 as we had completed during the conversion program during 1999 and 2000.
Satellite and Wireless revenue represented 28% of our total revenue in the first
quarter of 2001, as compared to 15% of our total revenue in the first quarter of
2000.

    We recognized revenue of $2.9 million of Premise Networking, Staffing and
Other revenue in the first quarter of 2001 as compared to $0.1 million in the
first quarter of 2000. This growth of $2.8 million quarter-over-quarter is
primarily the result of the acquisitions of both TeleCore and Service Cable
during fiscal 2000.

    COST OF REVENUES. Cost of revenues for the three months ended March 31, 2001
was $44.1 million, an increase of $19.0 million, or 76%, as compared to cost of
revenues of $25.1 million in the first quarter of 2000. The increase in cost of
revenues directly relates to the increased revenue discussed above, and our
recent acquisitions and increased demand for our services.

    SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses for the three months ended March 31, 2001 were $8.4 million, an
increase of $3.5 million, or 71% as compared to $4.9 million for the three
months ended April 1, 2000. The acquisitions that occurred during 2000 accounted
for $2.3 million of this increase. In addition, provisions for doubtful accounts
amounted to $0.8 million, and special compensation charges amounted to $0.2
million in the first quarter of 2001. The increased provision for doubtful
accounts relates to the delinquencies and bankruptcies or pending bankruptcies
associated with certain of our DSL customers.

    DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense for the
first quarter of 2001 was $5.5 million, an increase of $4.2 million, or 335%, as
compared to depreciation and amortization expense of $1.3 million for the first
quarter of 2000. The increase reflects $2.9 million of additional depreciation
resulting from capital expenditures incurred in the ordinary course of business
and assets acquired in the acquisitions completed in 2000. As discussed in
greater detail in Viasource's Annual Report on Form 10-K for fiscal 2000, we
incurred an impairment loss on intangible assets and related goodwill of $52.9
million during the fourth quarter of 2000. If we had not recorded the impairment
loss, goodwill amortization for the three months ended March 31, 2001 would have
been approximately $1.4 million higher.

    OPERATING LOSS. For the three months ended March 31, 2001, we recognized an
operating loss of $7.0 million, as compared to an operating loss of $2.2 million
for the same period last year. Included in the operating loss for the first
quarter of 2001 are $3.5 million of goodwill and other intangible asset
amortization resulting from prior period acquisitions.





                                       13
<PAGE>   14

    Operating loss from Cable was $0.6 million for the three months ended March
31, 2001 as compared to operating income of $1.2 million for the same period
last year. Telephony and Internet operating loss was $4.2 million for the three
months ended March 31, 2000 as compared to operating income of $0.8 million for
the three months ended April 1, 2000. The acquisition of TeleCore contributed
$4.3 million of loss primarily related to the general downturn in the DSL
industry, as well as the amortization of goodwill and other intangible assets.

    Operating income from Satellite and Wireless was $0.5 million for the three
months ended March 31, 2001 as compared to an operating loss of $1.3 million for
the same period last year, representing an increase of $0.8 million. Premise
Networking, Staffing and Other segments resulted in an operating loss of $1.5
million, an increase of $1.5 million as compared to the three months ended April
1, 2000. Loss from Corporate for the three months ended March 31, 2001 was $1.3
million as compared to $4.2 million for the same period last year, representing
an increase of $2.9 million resulting from more efficient administration at the
divisional level.

    INTEREST EXPENSE. For the three months ended March 31, 2001, interest
expense was $1.5 million, an increase of $0.8 million as compared to interest
expense of $0.7 million for the same period last year. The increased interest
expense was due to higher debt levels incurred in connection with the 2000
acquisitions and the amortization of financing transaction costs and fees.

    INCOME TAX BENEFIT. We did not incur a benefit for income taxes for the
three months ended March 31, 2001 due to an offsetting increase in the Company's
valuation allowance, which totaled $7.2 million. Realization of the future tax
benefits related to deferred tax assets is dependent on many factors, including
the Company's ability to generate future taxable income. Management has
considered these factors in reaching its conclusions as to the need for a
valuation allowance for financial reporting purposes. For the same period last
year, we had incurred an income tax benefit of $0.2 million.

    NET LOSS. We recognized a net loss of $8.5 million for the three months
ended March 31, 2001, as compared to a net loss of $2.7 million for the same
period last year. The first quarter 2001 net loss was primarily related to
additional goodwill amortization of $3.6 million and higher than average
provisions for doubtful accounts, representing a total of $0.8 million. The
first quarter 2000 net loss was substantially due to goodwill amortization and
deferred revenue.

    EBITDA. For the first quarter of 2001, EBITDA was a negative $1.6 million, a
decrease of $0.7 million, as compared to a negative EBITDA of $0.9 million for
the same period last year. This decrease was substantially due to the higher
than average provisions of doubtful accounts, representing a total of $0.8
million, resulting from the financial difficulties of certain of the Company's
clients in the DSL sector.

LIQUIDITY AND CAPITAL RESOURCES

    We have funded our working capital requirements, capital expenditures and
acquisitions to date through a combination of internally generated funds,
operating and capital lease financing arrangements, long-term revolving credit
and term note facilities, private equity contributions and the proceeds from the
initial public offering. We intend to continue to finance these expenditures
through internally generated funds, and, to the extent available, long-term
credit facilities and equity financings.

    For the three months ended March 31, 2001, net cash used in operating
activities was $6.8 million. The net cash used in operating activities related
to a net loss of $8.5 million, partially offset by non-cash charges of $5.5
million for depreciation and amortization. After excluding non-cash charges, we
used $3.8 million to expand our operations and to finance our internal growth.
Net cash used in operating activities was $1.5 million for the three months
ended April 1, 2000, which consisted of a net loss of $2.7 million, offset by
non-cash charges of $1.3 million.

    Our cash flow from operations was negatively impacted by a lengthening of
our accounts receivable collections cycle, as our days sales outstanding has
risen from an average of 59 days in fiscal 2000 to approximately 72 days
outstanding for the first quarter of 2001. We believe this comes not a result of
a decline of the overall credit worthiness of our client-base, except for those
clients experiencing financial difficulty in the DSL sector, but rather an
overall extension of our client's payment cycles.

    For the first quarter in 2001, net cash used in investing activities for
capital expenditures was $4.1 million as compared to $1.4 million for the first
quarter in 2000. The increase in capital expenditures reflects the expansion of
our business both geographically and by service offerings. We believe that the
capital expended during the first quarter of 2001 has, in effect, funded the
capital expenditure requirements for the next three to six months. In addition,
we invested $0.7 million in implementing financial and management operating
systems.





                                       14
<PAGE>   15

    During the latter part of 2001, we intend to implement a workforce
automation software that will enable us to create an integrated wireless
workforce management platform. Based on the anticipated user level, the total
cost of the software is $1.5 million, annual maintenance costs are approximately
$0.3 million and consulting services relating to implementation and training are
estimated to be $1.5 million. The hardware costs relating to this project are
estimated to be approximately $1.0 million. The first phase of this project is
expected to be completed by the fourth quarter of 2001. The above project is
contingent upon board approval and securing adequate financing.

    For the three months ended March 31, 2001, net cash provided by financing
activities was $1.3 million, which consisted of additional borrowings of $2.0
million on our revolving credit facility with GECC, partially offset by payments
on our long-term GECC term note facility and capital lease obligations of $0.7
million. For the same period last year, net cash provided by financing
activities amounted to $1.4 million.

    In March 2000, we entered into our current $15.0 million senior revolving
credit facility with GECC. This facility, which matures on September 7, 2004,
includes a $12.0 million revolving credit facility and a sub-facility of up to
$3.0 million for letters of credit, and is secured by all of our assets,
including the stock of our subsidiaries. We are required to pay an annual
non-utilization fee equal to 0.50% of the unused portion of the facility. On
August 15, 2000, we entered into an amendment to our revolving credit facility
to increase our available borrowing capacity to $25 million, including the
sub-facility of up to $3.0 million for letters of credit. On April 13, 2001, we
executed an amendment to the term note and revolving credit facility, which
changed its financial covenants relating to coverage ratios such as leverage,
debt service and capital expenditures for fiscal 2001. On May 21, 2001, we
executed an amendment to the term note and revolving credit facility to more
accurately reflect our business. Specifically, the financial coverage ratios
were deemed not meaningful and the related covenants were therefore waived by
GECC for the remainder of fiscal 2001. In lieu thereof, the pricing terms of the
credit facility were restructured and minimum revenue and adjusted EBITDA
requirements, which more appropriately correlate to our business, were included
as additional financial covenants. In addition, our capital expenditures
covenant was amended to require that capital expenditures in excess of $1
million during the remainder of fiscal 2001, and each fiscal year thereafter, be
financed with the net proceeds of equity raised by the Company. We believe that
the amended term note and revolving credit facility more accurately reflects the
nature of our business.

    We have approximately $3.0 million available for future borrowings, all of
which is available for letters of credit under our revolving credit facility.
GECC has informed us, however, that due to our inability to meet certain
financial covenants, which we believe has been addressed in the May 21, 2001
amendment referenced above, GECC will restrict our ability to draw on the
remaining $3.0 million available for future borrowings. We will draw on our
revolving credit facility, to the extent permitted by GECC, as needed to fund
our operations in the ordinary course of business. We have outstanding
approximately $22.3 million of subordinated notes issued to shareholders in our
2000 acquisitions of TeleCore, Excalibur and Service Cable. The notes payable to
former stockholders have stated maturity dates in November 2001, however, all of
these notes are subordinate to the GECC term note and revolving credit facility
and all principal and interest payments are contingent upon the repayment of the
GECC term note and revolving credit facility. As a result, the subordinated
notes and related accrued interest have been classified as long term debt in the
accompanying unaudited consolidated balance sheets.

    We are in the process of company-wide restructuring initiatives that we
believe will result in future cost savings and increased operating cash flow
beginning in the fourth quarter of fiscal 2001. Such initiatives include the
rationalization of our divisional offices and resulting headcount reductions,
the right-sizing of our vehicle fleet, salary reductions at the senior
management level, and overall curtailment of selling, general and administrative
spending, among others.

     Our needs for additional capital are dependent on our future operating
results and cash flows including our debt repayment requirements and borrowing
availability. Our future operating results and cash flows may be affected by a
number of factors including our success in securing future service contracts,
integrating existing and future acquisitions and managing controllable costs.
We expect that our capital resources, together with existing cash and cash
equivalents and an additional private equity financing of at least $5 million,
which we are currently contemplating, will be sufficient to meet our financial
obligations for at least the next twelve months. There can be no assurances that
such additional private equity financing will be available on terms acceptable
to us. Any such private equity financing will not be registered under the
federal securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from registration.

SEASONALITY; FLUCTUATIONS OF QUARTERLY RESULTS

    Our operations are seasonal, generally resulting in higher revenues and
operating profits in the second and third quarters compared to the first and
fourth quarters of the year, except that our satellite and wireless segment
experiences higher revenue during the fourth quarter. Quarterly variations in
operating results may result from many factors, including fluctuations in demand
for services, a change in the mix of clients, the timing and volume of work
under new agreements, the termination of existing agreements, variations in the




                                       15
<PAGE>   16

profitability of projects performed during any particular quarter, the length of
sales cycles, costs incurred to support growth internally, the timing of
expansion in new markets, the timing of acquisitions, the costs associated with
integrating businesses, and adverse weather conditions that interfere with the
ability to provide services. As a result, our operating results in any
particular quarter may not be indicative of the results that can be expected for
any other quarter or the entire year.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

    In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES" ("SFAS 133").
SFAS 133, as amended, is effective for fiscal years beginning after June 15,
2000. SFAS 133 requires that every derivative instrument be recorded in the
balance sheet as either an asset or liability measured at its fair value.
Changes in derivative's fair value will be recognized in income unless specific
hedge accounting criteria are met. We will adopt SFAS 133, as amended, beginning
December 31, 2000, and did not have a material impact on our unaudited
consolidated financial statements, as the Company does not have any derivative
financial instruments as of March 31, 2001.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

    Our senior revolving credit facility and subordinated term note facility
with GECC bear interest at floating rates. Accordingly, we are exposed to
potential losses related to changes in interest rates. We do not enter into
derivatives or other financial instruments for trading or speculative purposes.
As of March 31, 2001, approximately 62% of our outstanding borrowings are
exposed to interest rate risk. Assuming a 100 basis point increase in interest
rates, based on our indebtedness outstanding on that date, our annual interest
expense would increase by approximately $0.4 million.





                                       16
<PAGE>   17

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

    We occasionally are party to legal proceedings incidental to our ordinary
business operations. At present, we are not currently a party to any pending
legal proceedings that we believe could have a material adverse effect on our
business, financial condition or results of operations.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

        (a.) None
        (b.) None
        (c.) None
        (d.) None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        None

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

        None

ITEM 5. OTHER INFORMATION

        None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a.) Exhibits

             Exhibit 1.   Amendment No. 6, dated May 21, 2001, to the Amended
                          and Restated Credit Agreement between General Electric
                          Capital Corporation and Viasource Communications, Inc.

        (b.) No reports on Form 8-K were filed during the quarter for which
             this report is filed.




                                       17
<PAGE>   18

    Pursuant to the requirements of Section 13 or 15(d) 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:

         Viasource Communications, Inc.


<TABLE>
<CAPTION>

         Signature                                   Title                                   Date
         ---------                                   -----                                   ----
<S>                                         <C>                                           <C>
/s/ Craig A. Russey                         Craig A. Russey                               May 21, 2001
-----------------------------------------   President and Chief Executive Officer
                                            (President and Director, Principal
                                            Executive Officer)




/s/ Douglas J. Betlach                      Douglas J. Betlach                            May 21, 2001
-----------------------------------------   Executive Vice President, Chief
                                            Financial Officer, Treasurer and
                                            Secretary (Principal Financial and
                                            Accounting Officer)


</TABLE>





                                       18