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                     U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)

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

For the fiscal year ended September 30, 2002

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

        For the transition period from                to
                                       --------------    ---------------


Commission file number  000-22849

                             Visual Data Corporation
                   -----------------------------------
                 (Name of small business issuer in its charter)


                Florida                                   65-0420146
      ------------------------------           ---------------------------------
        (State or other jurisdiction           (IRS Employer Identification No.)
      of incorporation or organization)


           1291 SW 29 Avenue
         Pompano Beach, Florida                             33069
       --------------------------                -------------------------------
(Address of principal executive offices)                  (Zip Code)


Issuer's telephone number   954-917-6655
                          ---------------

Securities registered under Section 12(b) of the Exchange Act:

Title of each class                    Name of each exchange on which registered


              None                               not applicable
--------------------------------       ----------------------------------
      (Title of each class)


Securities registered under Section 12(g) of the Exchange Act:

          common stock
---------------------------------
        (Title of class)



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

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

         State issuer's revenues for its most recent fiscal year. $8,213,661 for
the 12 months ended September 30, 2002.

         State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked prices of such common
equity, as of a specified date within the past 60 days. The aggregate market
value of the common equity held by non-affiliates computed at the closing price
of the registrant's common stock on December 31, 2002 is approximately
$4,987,912.

         State the number of shares outstanding of each of the issuer's class of
common equity, as of the latest practicable date. As of December 31, 2002,
31,355,914 shares of common stock are issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

         If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB into which the document
is incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) of
the Securities Act of 1933 ("Securities Act"). Not Applicable.

         Transitional Small Business Disclosure Form (check one):

         Yes      No   X
             ----    -----




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         Certain statements in this annual report on Form 10-KSB contain or may
contain forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking statements. These
factors include, but are not limited to, our ability to implement our strategic
initiatives, economic, political and market conditions and fluctuations,
government and industry regulation, interest rate risk, U.S. and global
competition, and other factors. Most of these factors are difficult to predict
accurately and are generally beyond our control. You should consider the areas
of risk described in connection with any forward-looking statements that may be
made herein. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of September 30, 2002. Readers
should carefully review this Form 10-KSB in its entirety, including but not
limited to our financial statements and the notes thereto and the risks
described in "Item 1. Business--Risk Factors." Except for our ongoing
obligations to disclose material information under the Federal securities laws,
we undertake no obligation to release publicly any revisions to any
forward-looking statements, to report events or to report the occurrence of
unanticipated events. For any forward-looking statements contained in any
document, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.

         When used in this Annual Report, the terms "the Company", " we," "our,"
"us," "VDAT" and "Visual Data" refers to Visual Data Corporation, a Florida
corporation, and its subsidiaries.



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                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

OUR BUSINESS, PRODUCTS AND SERVICES

         VDAT, organized in 1993, is a full service broadband media company that
specializes in webcasting, networking solutions for the entertainment and
advertising industries, and marketing solutions for the travel industry. Our
operations are comprised in three operating groups, including:

         *        Visual Data Webcasting Group

         *        Visual Data Networking Solutions Group (EDNET)

         *        Visual Data Travel Group (includes HotelView, ResortView,
                  etc.)

         Products and services provided by each of the groups are:

Visual Data Webcasting Group

         The Visual Data Webcasting Group provides an array of
corporate-oriented, web-based media services to the corporate market including
live audio and video webcasting, packaged corporate announcements, and
information distribution for any business, government or educational entity.

         Our Webcasting Group was created to provide online webcasting services,
a cost effective means for corporations to broadcast analyst conference calls
live, making them available to the investing public, the media and to anyone
worldwide with Internet access. We market the webcasting products through a
direct sales force and through channel partners. Each webcast can be heard
and/or viewed live, and then archived for replay for an additional fee with an
option for accessing the archived material through a company's own web site.
Major corporations and small businesses are hiring us to produce live webcasts
and custom videos for the web to communicate corporate earnings announcements,
conference calls on the web, on-demand audio and video media, product launches,
internal training, corporate video news and profiles, crisis communications, and
basic online multimedia fulfillment.

         Our Webcasting Group, which represented approximately 50% and 30% of
our revenues from continuing operations for the years ended September 30, 2002
and 2001, respectively, generates revenues through production and distribution
fees.

Visual Data Networking Solutions Group

         Our Networking Solutions Group, which is comprised of our Entertainment
Digital Network, Inc. ("EDNET") subsidiary, provides connectivity within the
entertainment and advertising industries through its private network, which
encompasses production and post-production companies, advertisers, producers,
directors, and talent. The network enables high-speed exchange of high quality
audio, compressed video and multimedia data communications, utilizing long
distance carriers, regional phone companies, satellite operators, and major
Internet service providers. The Networking Solutions Group also provides systems
integration and engineering services, application-specific technical advice,
audio equipment, proprietary and off-the-shelf codecs, video compression and
transport equipment, teleconferencing equipment, and other innovative products
to facilitate our broadcast and production applications.

         Based in San Francisco, EDNET develops and markets integrated systems
for the delivery, storage and management of professional quality digital
communications for media-based applications, including audio and video
production for the North American advertising and entertainment industries.
EDNET has established a private wide-area network (WAN) through strategic
alliances with long distance

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carriers, regional telephone companies, satellite operators and independent
fiber optic telecommunication providers, which enables the collaborative
exchange of high quality audio, or for compressed video and multimedia data
communications. EDNET also provides engineering services, application-specific
technical advice, and audio, video and networking hardware and software as part
of its business.

         Our Networking Solutions Group manages an expanding global network of
over 500 North American affiliates, and nearly 200 international associates, in
cities throughout the United States, Canada, Mexico, Europe, and the Pacific
Rim. Our Networking Solutions Group, which represented approximately 43% and 56%
of our revenues from continuing operations for the years ended September 30,
2002 and 2001, respectively, generates revenues from the sale of equipment,
installation of equipment, performance or bridging services and usage of
bandwidth.

Visual Data Travel Group

         The Visual Data Travel Group produces high quality, Internet-based
multi-media streaming videos such as hotel, resort, golf facility, travel
destination and time-share productions designed to keep a high level of viewer
interest. These concise, broadband-enabled "vignettes" generally have running
times from two to four minutes. By incorporating the services of many of the
largest travel and leisure websites, we have created a unique distribution
channel for travel industry businesses such as hotel chains and golf courses to
significantly augment their marketing programs using highly effective
multi-media applications.

         The Visual Data Travel Group, which represented approximately 7% and 9%
of our revenues from continuing operations for the years ended September 30,
2002 and 2001, respectively, generates revenues from production and distribution
fees. We own or co-own virtually all the content we create, which we believe
provides us with desirable content for syndication.

DISCONTINUED OPERATIONS

         During the fiscal year ended September 30, 2001 we had two additional
operating groups, the Visual Data Financial Solutions Group and the Visual Data
Golf, Leisure and Syndication Group. The Financial Solutions Group was
established in November 1999 to address the information needs of the financial
sector. For the fiscal year ended September 30, 2001 it represented less than 1%
of our revenues. The Golf, Leisure and Syndication Group was formed in December
2000 with the acquisition of the Golf Society of the U.S., which is a membership
business that markets to the golfing community. Its members are provided with
the opportunity to acquire equipment, greens fees, trips and various other
benefits at a discounted price. The Golf, Leisure and Syndication Group
represented approximately 19% of our total revenues for the fiscal year ended
September 30, 2001 and its operations represented approximately 23% of our net
loss for fiscal 2001. In December 2001 we determined to discontinue the
operations of the Financial Solutions Group and the Golf, Leisure and
Syndication Group as a result of their adverse impact on our financial condition
and in keeping with our overall strategic plan.

         On January 10, 2002, we executed a Stock Purchase Agreement for the
sale of the Golf Society of the U.S., the consideration for which was the
issuance to us of a $6.5 million 6% Convertible debenture. The debenture, which
has a five-year term, is convertible into common stock of Golf Society
International, Inc., an unaffiliated third party. The terms of the debenture
limit our ownership in Golf Society International, Inc. to 19.9%, with the
exception of a simultaneous conversion and private or public sale of the
investment. During fiscal 2002, we fully reserved the amount of the debenture as
Golf Society International, Inc. has ceased operations. In April 2002, we
instituted legal proceedings against that company and subsequently obtained a
default judgment in the amount of $7,457,250. See Item 3. Legal Proceedings
later in this Annual Report, as well as Item 6. Management's Discussion and
Analysis or Plan of Operation for a discussion of the impacts of these
discontinued operations on our financial statements.

SALES AND MARKETING



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         We use a variety of marketing methods, including our internal sales
force and channel partners, to market our products and services. One key element
of our marketing strategy has been to enter into distribution agreements with
recognized leaders in each of the markets for our products and services. By
offering our products and services in conjunction with the distributors
products, we believe these distribution agreements enable us to take advantage
of the particular distributors' existing marketing programs, sales forces and
business relationships. Contracts with these distributors generally range from
one to two years. For the fiscal years ended September 30, 2002 and 2001,
respectively, revenues from our agreements with PR Newswire have represented
approximately 19% and 26% of our revenues. Our agreement with PR Newswire may be
terminated on short notice. See Risk Factors below. Other than this agreement,
no other agreement with a distributor has represented more than 10% of our
revenues during these periods.

COMPETITION

         The market for Internet broadcast services and video content is
relatively new, rapidly evolving and highly competitive. We expect our
competition to intensify. We compete with:


-        other web sites, Internet portals and Internet broadcasters to acquire
         and provide content to attract users;

-        video and audio conferencing companies and Internet business service
         broadcasters;

-        online services, other web site operators and advertising networks; and

-        traditional media, such as television, radio and print.

         Our webcasting products and services fall into two competitive areas:
live or archived financial and fair-disclosure related conferences, and all
other live or archived webcast productions for the corporate, financial,
educational and government segments. In the conferences area, we compete with
Loudeye/Activate, Yahoo!, Akamai's Conference 5.0 platform, FDFN and others that
offer live webcasts of quarterly earnings conference calls. For other webcast
production, we compete with Activate, Yahoo! and other smaller geographically
local entities. Our production services, however, have been in demand by some of
our competitors, and from time to time we have provided services to these
companies. The nature of the streaming media sector of the Internet market is
highly interdependent while being competitive

         Our Networking Solutions Group's competition in audio and video
networking services is based upon the ability to provide systems compatibility
and proprietary off-the-shelf codecs. Due to the difficulty and expense of
developing and maintaining private digital networks, bridging services,
engineering availability and service quality, we believe that the number of
audio networking competitors are, and will remain small. Our primary video
networking competitors are video appliance dealers that source video transport
hardware. This group's advantage is one that provides a total solution including
system design, broadband sourcing, and custom software connectivity applications
that include a comprehensive digital path for television commercial transport.



GOVERNMENT REGULATION

         Although there are currently few laws and regulations directly
applicable to the Internet, it is likely that new laws and regulations will be
adopted in the United States and elsewhere covering issues such as broadcast
license fees, copyrights, privacy, pricing, sales taxes and characteristics and
quality of Internet services. It is possible that governments will enact
legislation that may be applicable to us in

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areas such as content, network security, encryption and the use of key escrow,
data and privacy protection, electronic authentication or "digital" signatures,
illegal and harmful content, access charges and retransmission activities.
Moreover, the applicability to the Internet of existing laws governing issues
such as property ownership, content, taxation, defamation and personal privacy
is uncertain. The majority of such laws were adopted before the widespread use
and commercialization of the Internet and, as a result, do not contemplate or
address the unique issues of the Internet and related technologies. Any such
export or import restrictions, new legislation or regulation or governmental
enforcement of existing regulations may limit the growth of the Internet,
increase our cost of doing business or increase our legal exposure, which could
have a material adverse effect on our business, financial condition and results
of operations.

         By distributing content over the Internet, we face potential liability
for claims based on the nature and content of the materials that we distribute,
including claims for defamation, negligence or copyright, patent or trademark
infringement, which claims have been brought, and sometimes successfully
litigated, against Internet companies. To protect our company from such claims,
we maintain general liability insurance in the amount of $2 million. The general
liability insurance may not cover all potential claims of this type or may not
be adequate to indemnify us for any liability to which we may be exposed. Any
liability not covered by insurance or in excess of insurance coverage could have
a material adverse effect on our business, results of operations and financial
condition.

INTELLECTUAL PROPERTY

         Our success depends in part on our ability to protect our intellectual
property. To protect our proprietary rights, we rely generally on copyright,
trademark and trade secret laws, confidentiality agreements with employees and
third parties, and agreements with consultants, vendors and customers, although
we have not signed such agreements in every case. Despite such protections, a
third party could, without authorization, copy or otherwise obtain and use our
content. We can give no assurance that our agreements with employees,
consultants and others who participate in development activities will not be
breached, or that we will have adequate remedies for any breach, or that our
trade secrets will not otherwise become known or independently developed by
competitors.

         We pursue the registration of certain of our trademarks and service
marks in the United States, although we have not secured registration of all our
marks. In addition, the laws of some foreign countries do not protect our
proprietary rights to the same extent as do the laws of the United States, and
effective copyright, trademark and trade secret protection may not be available
in such jurisdictions. In general, there can be no assurance that our efforts to
protect our intellectual property rights through copyright, trademark and trade
secret laws will be effective to prevent misappropriation of our content. Our
failure or inability to protect our proprietary rights could materially
adversely affect our business, financial condition and results of operations.

EMPLOYEES

         At December 31, 2002 we had 49 full time employees, of whom 24 were
design, production and technical personnel, 12 were sales and marketing
personnel and 13 were general, administrative and executive management
personnel. None of the employees are covered by a collective bargaining
agreement and our management considers relations with our personnel to be good.

RISK FACTORS

WE HAVE AN ACCUMULATED DEFICIT AND WE ANTICIPATE CONTINUING LOSSES THAT WILL
RESULT IN SIGNIFICANT LIQUIDITY AND CASH FLOW PROBLEMS.


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         We have incurred operating losses since our inception and we have an
accumulated deficit of $51,155,502 at September 30, 2002. For the years ended
September 30, 2002 and 2001, we incurred net losses of $11,432,173 and
$11,552,745, respectively. Although our operating expenses have decreased we
continue to incur significant operating losses. Our liquidity has substantially
diminished because of these continuing operating losses. Our future
profitability will depend on increases in revenues from operations. There can be
no assurance that future revenues will grow sufficiently to generate a positive
cash flow or otherwise enable us to be profitable. No assurances can be given
that the Company will achieve its cash flow goals for the next year, or that it
will achieve any cost savings projected. We will experience significant
liquidity and cash flow problems that will require us to raise additional
capital to continue operations if we are not able to substantially increase our
revenues. Our ability to grow revenues, achieve cost savings or raise sufficient
additional capital will be necessary to service our existing indebtedness. In
addition, our ability to refinance existing indebtedness is subject to future
economic conditions, market conditions, business and other factors. As set forth
below, we cannot assure you that we will be able to raise additional working
capital to fund these anticipated deficits. If we are unable to significantly
increase our revenues or raise working capital when needed to fund our ongoing
losses, the viability of our future operations may be in question.

WE WILL NEED ADDITIONAL FINANCING WHICH WE MAY NOT BE ABLE TO OBTAIN ON
ACCEPTABLE TERMS. IF WE ARE UNABLE TO RAISE ADDITIONAL CAPITAL AS NEEDED, OUR
CURRENT LEVEL OF OPERATIONS AS WELL AS THE FUTURE GROWTH OF OUR BUSINESS AND
OPERATIONS WILL BE SEVERELY LIMITED.

         Historically, our operations have been financed primarily through the
issuance of debt and equity. Our acquisition and internal growth strategy
requires substantial capital investment. Capital is typically needed not only
for the acquisition of additional companies, but also for the effective
integration, operation and expansion of these businesses. Capital is also
necessary to fund our ongoing operations. Our future capital requirements,
however, depend on a number of factors, including our ability to grow our
revenues and manage our business. As described above, unless we significantly
increase our revenues, we will need to raise additional capital to fund our
ongoing operations. In addition, our growth will depend upon our ability to
raise additional capital, possibly through the issuance of long-term or
short-term indebtedness or the issuance of our equity securities in private or
public transactions.

         If we raise additional capital through the issuance of debt, this will
result in increased interest expense. If we raise additional funds through the
issuance of equity or convertible debt securities, the percentage ownership of
Visual Data held by existing shareholders will be reduced and those shareholders
may experience significant dilution. In addition, new securities may contain
certain rights, preferences or privileges that are senior to those of our common
stock. There can be no assurance that acceptable financing to fund our ongoing
operations and for future acquisitions or for the integration and expansion of
existing operations can be obtained on suitable terms, if at all. Our ability to
continue our existing operations and to continue to implement our growth and
acquisition strategy could suffer if we are unable to raise the additional funds
on acceptable terms which will have the effect of adversely affecting our
ongoing operations and limiting our ability to increase our revenues or possibly
attain profitable operations in the future.


WE CANNOT PREDICT OUR FUTURE REVENUES OR WHETHER OUR PRODUCTS WILL BE ACCEPTED.
IF THE MARKETS FOR OUR PRODUCTS AND SERVICES DO NOT DEVELOP, OUR FUTURE RESULTS
OF OPERATIONS WILL BE ADVERSELY AFFECTED.

         Revenues from our products and services have been limited. We reported
revenues from continuing operations of $8,213,661 and $6,908,043 for the years
ended September 30, 2002 and 2001, respectively. In addition, the markets for
our products and services are rapidly evolving and are increasingly competitive.
Demand and market acceptance for recently introduced products and services are
subject to a high level of uncertainty and risk. It is difficult to predict
whether, or how fast, these markets will grow. We cannot guarantee either that
the demand for our products and services will



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continue to develop or that such demand will be sustainable. If the market
develops more slowly than expected or becomes saturated with our competitors'
products and services, or if we do not sustain market acceptance, our business,
operating results, and financial condition will be materially and adversely
affected.


OUR PRIMARY ASSETS SERVE AS COLLATERAL UNDER AN OUTSTANDING LOAN AGREEMENT. IF
WE SHOULD DEFAULT ON THE REPAYMENT OF THIS LOAN, THE LENDER COULD FORECLOSE ON
OUR ASSETS.

         On December 4, 2001 we entered into a private debt financing
transaction under which the lender agreed to lend us up to $3 million. We have
an outstanding balance of approximately $1.1 million from this lender at
September 30, 2002. We granted the lender a security interest in substantially
all of our tangible and intangible assets. If we should default under the
repayment provisions of the secured promissory note, the lender could seek to
foreclose on our primary assets in an effort to seek repayment under the note.
If our lender was successful, we would be unable to conduct our business as it
is presently conducted and our ability to generate revenues and fund our ongoing
operations would be materially adversely affected.

WE EXPECT TO CONTINUE TO EXPERIENCE VOLATILITY IN OUR STOCK PRICE.

         Historically, there has been volatility in the market price for our
common stock. Our quarterly operating results, changes in general conditions in
the economy, the financial markets or the marketing industry, or other
developments affecting us or our competitors, could cause the market price of
our common stock to fluctuate substantially. We expect to experience significant
fluctuations in our future quarterly operating results due to a variety of
factors. Factors that may adversely affect our quarterly operating results
include:

-        the announcement or introduction of new services and products by us and
         our competitors;

-        our ability to upgrade and develop our systems in a timely and
         effective manner;

-        our ability to retain existing clients and attract new clients at a
         steady rate, and maintain client satisfaction;

-        the level of use of the Internet and online services and the rate of
         market acceptance of the Internet and other online services for
         transacting business;

-        technical difficulties, system downtime, or Internet brownouts;

-        the amount and timing of operating costs and capital expenditures
         relating to expansion of our business and operations;

-        government regulation; and

-        general economic conditions and economic conditions specific to the
         Internet and e-commerce.

         As a result of these factors, in one or more future quarters, our
operating results may fall below the expectations of securities analysts and
investors. In this event, the market price of our common stock would likely be
materially adversely affected. In addition, the stock market in general and the
market prices for Internet-related companies in particular, have experienced
extreme volatility that often has been unrelated to the operating performance of
those companies. These broad market and industry



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fluctuations may adversely affect the price of our common stock, regardless of
our operating performance.

WE ARE DEPENDENT ON CONTRACTS, SOME OF WHICH ARE SHORT TERM. IF THESE CONTRACTS
ARE TERMINATED, OUR RESULTS OF OPERATIONS WOULD BE MATERIALLY ADVERSELY
AFFECTED.

         We are dependent upon contracts and distribution agreements with our
strategic partners and clients including PR Newswire Corporation. Revenue from
PR Newswire represented approximately 19% and 26% of our consolidated revenue
for the years ended September 30, 2002 and 2001, respectively. These contracts
are generally for terms ranging from one to two years, however, many of them
permit our clients and partners to terminate their agreements with us on
short-term notice. Because of the significant nature of the revenues from these
contracts to our consolidated results of operations, the termination of any of
these contracts could have a material adverse effect on our business operations
and prospects.

THE EXERCISE OF OPTIONS AND WARRANTS WILL BE DILUTIVE TO OUR EXISTING
STOCKHOLDERS.

         As of September 30, 2002 we had outstanding options and warrants to
purchase a total of 15,774,482 shares of our common stock at prices ranging
between $0.23 and $17.188 per share. In addition, the Company has 11,832 shares
of Class A-7 Convertible Preferred Stock and approximately $1,462,000 in
convertible debentures, which can potentially convert into 473,280 and 5,164,618
shares of our common stock, respectively. The exercise of these warrants and
options and conversion of the preferred stock or debenture may materially
adversely affect the market price of our common stock and will have a dilutive
effect on our existing stockholders.

THE VARIABLE CONVERSION PRICE FORMULA FOR THE DEBENTURES COULD NEGATIVELY AFFECT
THE MARKET PRICE OF OUR COMMON STOCK.

         At September 30, 2002 we have an aggregate of $1,179,000 principal
amount of 6% convertible debentures outstanding. In addition, at September 30,
2002 we have approximately $177,000 for the redemption premium plus
approximately $106,000 of accrued interest. These debentures are convertible
into shares of our common stock. The following are special risks, which result
from the variable conversion price formula of the debentures:

         *        REDUCTION IN STOCK PRICE. The conversion price of the
                  debentures is variable based on the future trading prices of
                  our common stock, with a floor conversion price of $.283 per
                  share. As a result of the market-related conversion price, the
                  number of shares of common stock issuable upon conversion of
                  the debentures will be inversely proportionate to the market
                  price of the common stock at the dates upon which the
                  conversion price may be determined.

         *        EFFECT OF SHORT SALES BY THIRD PARTIES. As a result of the
                  market-related conversion price of the debentures, third
                  parties may take significant short positions in our common
                  stock. If this occurs, these short positions may have the
                  effect of depressing the trading price of our common stock,
                  which would result in additional dilutive issuance of stock
                  upon the conversion of the debentures.

         *        EFFECT OF ADDITIONAL SHARES IN MARKET. To the extent that
                  holder of the debentures converts a portion of the debentures
                  and then sell its common stock in the open market, our common
                  stock price may decrease due to the additional shares in the
                  market, possibly allowing the holder to convert the remaining
                  debentures into greater amounts of common stock, further
                  depressing the stock price.

THE DEBENTURE HOLDERS HAVE ASSERTED A DEFAULT UNDER THE MODIFICATION AGREEMENT
RELATED TO THE DEBENTURES. IF THE DEBENTURE HOLDERS CONVERT THE DEBENTURES, THE
ISSUANCE OF SHARES OF OUR COMMON STOCK WILL BE DILUTIVE AND COULD NEGATIVELY
EFFECT THE MARKET PRICE OF OUR STOCK.

         We have 6% convertible debentures in the principal amount of $1,179,000
outstanding as of the date of this Form 10-KSB. Those debentures are convertible
into shares of our common stock at a conversion price of $0.283 per share. In
August 2002 the debenture holders asserted a default in a modification agreement
related to the debentures. We believe that if a default has occurred, the
debenture holders only remedy is to convert the debentures into shares of our
common stock. If the debenture holders convert the entire principal amount of
outstanding debentures, together with the accrued but unpaid interest, we will
issue an aggregate of 5,164,618 shares of our common stock upon this conversion.
The issuance of those shares will be dilutive to our shareholders and may have a
depressive effect on the market price of our common stock.

YOU MAY BE UNABLE TO RECOVER AGAINST ARTHUR ANDERSEN LLP.

         Arthur Andersen LLP was previously our independent accountant. Because
Arthur Andersen LLP has not consented to the inclusion of their report with
respect to our audited financial statements for the fiscal year ended September
30, 2001 included in this Form 10-KSB, you will be unable to recover against
Arthur Andersen LLP under the Securities Act of 1934 for any untrue statements
of a material fact contained in our financial statements or any omission to
state a material fact required to be stated therein.


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PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BYLAWS MAY DELAY OR PREVENT A
TAKE-OVER WHICH MAY NOT BE IN THE BEST INTERESTS OF OUR SHAREHOLDERS.

         Provisions of our articles of incorporation and bylaws may be deemed to
have anti-takeover effects, which include when and by whom special meetings of
our shareholders may be called, and may delay, defer or prevent a takeover
attempt. In addition, certain provisions of the Florida Business Corporation Act
also may be deemed to have certain anti-takeover effects which include that
control of shares acquired in excess of certain specified thresholds will not
possess any voting rights unless these voting rights are approved by a majority
of a corporation's disinterested shareholders.

         In addition, our articles of incorporation authorize the issuance of up
to 5,000,000 shares of preferred stock with such rights and preferences as may
be determined from time to time by our board of directors, of which 51,832
shares of Class A-7 Convertible Preferred Stock were issued and outstanding at
December 31, 2002. Our board of directors may, without shareholder approval,
issue preferred stock with dividends, liquidation, conversion, voting or other
rights that could adversely affect the voting power or other rights of the
holders of our common stock.

ITEM 2.  DESCRIPTION OF PROPERTY

         In September 1997, we purchased from an unaffiliated third party a
25,000 square foot facility in Pompano Beach, Florida which now serves as our
corporate headquarters and houses all of our production, marketing and
distribution activities, exclusive of our EDNET subsidiary. The aggregate
purchase price paid for the facility was $1,475,000, comprised of $475,000 in
cash and an 18-month first mortgage in the principal amount of $1,000,000,
bearing interest at the rate of 8.75% per annum, with 15-year amortization. In
March 1999 we refinanced this mortgage. In September 2002, we completed the sale
and lease back of our principal executive offices to an unaffiliated third
party. The sale price was $1,700,000 and we received net proceeds of
approximately $721,000 after payment of current obligations due from the
mortgage. In connection with the agreement we entered into a five-year lease
ending in September 2007. The lease provides for one five-year renewal option.
The monthly base rental is approximately $11,000 plus our share of operating
expenses with annual 3% increases.

         EDNET'S principal business offices are located at One Union Street, in
San Francisco, California. This office is a 5,000 square foot facility that
operates as administrative headquarters and provides the centralized network hub
for electronically bridging affiliate studios, as well as overall network
management. In addition, the EDNET facility operates as a backup to Florida for
webcasting operations. EDNET leases this facility pursuant to a Sublease dated
November 1, 1993 with Varitel Video, Inc. ("Varitel"), an unaffiliated entity.
The term of the sublease was for five years, commencing November 15, 1993. At
November 14, 1998, the lease was renewed for an additional term ending August
31, 2003. Under the renewed sublease, the monthly lease payment is approximately
$13,000 per month. In lieu of a security deposit, EDNET granted Varitel a
security interest in certain of EDNET'S equipment with an aggregate purchase
price of approximately $75,000. Varitel may terminate this sublease upon 90 days
prior written notice, upon a change in the principal ownership of EDNET or in
the event that EDNET engages in a "competing type of film or video service
business like or similar to Varitel". This excludes any "networking service
application" which we offer in connection with audio, video and other multimedia
networking services.

ITEM 3.  LEGAL PROCEEDINGS

         On April 30, 2002, we instituted an action in the Circuit Court for the
Fifteenth Judicial Circuit for Palm Beach County, Florida, entitled Visual Data
Corporation v. Golf Society International, Inc. ("GSI") and Howard Stern, in
which we are seeking damages in excess of $6.5 million for breach of contract,
fraud in the inducement, negligent misrepresentation and fraudulent
misrepresentation against the plaintiffs. In October 2002 we were awarded a
default judgment against the plaintiffs in the amount of $7,457,250. We
presently intend to pursue collection of this amount, although, we have fully
reserved the amount as a result of the financial condition of GSI and our belief
that collection of this default will be



                                       8
<PAGE>


unlikely. During fiscal year 2002, we fully reserved the amount of the debenture
received from GSI as GSI has ceased operations. The debenture was received
pursuant to a January 10, 2002 Stock Purchase Agreement from our sale of the
Golf Society of the U.S. to GSI. Except as set forth above, we are not engaged
in any litigation that is material to our operations or outside of the normal
course of business.

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

         None.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock is quoted on the Nasdaq SmallCap Market under the
symbol "VDAT." The following table sets forth the high and low closing sale
prices for our common stock as reported on the Nasdaq Stock Market and for the
period from October 1, 2000 through September 30, 2002. These prices do not
include retail mark-ups, markdowns or commissions, and may not necessarily
represent actual transactions.

<TABLE>
<CAPTION>
         COMMON STOCK                          High              Low
         ------------                         ------           ------
         <S>                                  <C>              <C>
         FISCAL YEAR 2001:

         First Quarter                        $4.250           $1.000
         Second Quarter                       $2.750           $1.000
         Third Quarter                        $3.790           $1.250
         Fourth Quarter                       $1.760           $0.520

         FISCAL YEAR 2002:

         First Quarter                        $1.020           $0.640
         Second Quarter                       $0.870           $0.570
         Third Quarter                        $0.800           $0.240
         Fourth Quarter                       $0.270           $0.160
</TABLE>


         On December 31, 2002, the last reported sale prices of the common stock
on the Nasdaq SmallCap Market was $.17. As of December 31, 2002, there were
approximately 437 shareholders of record of the common stock.

         DIVIDEND POLICY

         We have never declared or paid any cash dividends on our common stock.
We currently expect to retain future earnings, if any, to finance the growth and
development of our business.

         RECENT SALES OF UNREGISTERED SECURITIES

         In June 2002 we issued 25,000 and 55,000 shares of our common stock,
valued at $7,000 and $34,500, as compensation under a consulting agreement and
interest under an outstanding loan payable, respectively. In June 2002 we also
issued 50,000 shares of our common stock, valued at $12,450, as compensation
under a consulting agreement with a former employee.

         In August 2002 we issued an aggregate of 306,250 shares of our common
stock to three unrelated individuals as compensation for consulting services.
These shares were valued at $62,938.



                                       9
<PAGE>

         In September 2002 we issued 25,000 shares of our common stock to an
entity as compensation for consulting services. These shares were valued at
$5,500. In September 2002 we issued 20,759 shares of our common stock resulting
from the exercise of our public warrants resulting in proceeds of $5,190.

         In each of the foregoing transactions, the recipients were either
accredited investors or non-accredited investors who had such knowledge and
experience in financial, investment and business matters that they were capable
of evaluating the merits and risks of the prospective investment in our
securities. No general solicitation or advertising was used in connection with
these transactions, the participants had access to business and financial
information concerning our company, and the certificates that were issued
representing these shares bore the appropriate legend restricting their transfer
absent registration of such shares under the Securities Act of 1933.

       SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

         The following table sets forth securities authorized for issuance under
equity compensation plans, including individual compensation arrangements, by us
under our 1996 Stock Option Plan and any compensation plans not previously
approved by our stockholders as of December 31, 2002.

<TABLE>
<CAPTION>

                                                             Weighted
                                  Number of                  average        Number of
                                  securities to be           exercise       securities remaining
                                  issued upon                price of       available for future
                                  exercise of                outstanding    issuance under equity
                                  of outstanding             options,       compensation plans
                                  options, warrants          warrants       (excluding securities
                                  and rights                 and rights     reflected in column (a))
                                  -----------------          -----------    ------------------------
<S>                               <C>                         <C>           <C>
Plan category                           (a)                     (b)                  (c)

1996 Stock Option Plan (1)            4,625,250                $2.20              6,374,750

Equity compensation plans
not approved by stockholders         10,045,007                $1.85                none
</TABLE>
---------------
(1) Our 1996 Stock Option Plan has previously been approved by our stockholders,
and reflects the only such equity compensation plan for which we have sought
stockholder approval.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following discussion should be read together with the information
contained in the Consolidated Financial Statements and related Notes included in
the annual report.

OVERVIEW

         We are a full service broadband media company that specializes in
webcasting, networking solutions for the entertainment industry and marketing
solutions for the travel industry. Our operations are comprised in three
operating groups, including:

         *    Visual Data Webcasting Group

         *    Visual Data Networking Solutions Group (EDNET)

         *    Visual Data Travel Group (includes HotelView, ResortView, etc.)


                                       10
<PAGE>

REVENUE RECOGNITION

         Our Webcasting group recognizes revenue from live and on-demand
webcasts at the time an event is accessible for streaming over the Internet.
Revenue is recognized from the sale of equipment when the equipment is shipped.
For customer service projects, revenue is recognized when service is performed.
A significant component of our Network Solutions Group's revenue relates to the
sale of equipment, which is recognized when the equipment is installed or upon
signing of a contract after a free trial period. Our Network Solutions Group
recognizes revenues from equipment installation and bridging when service is
performed. Network usage revenue is recognized based on customers' monthly
usage. Our Network Solutions Group leases some equipment to customers under
terms that are accounted for as operating leases. Rental revenue from leases is
recognized ratably over the life of the lease and the related equipment is
depreciated over its estimated useful life. All leases of the related equipment
contain fixed terms. Our Travel Group libraries recognize production revenue at
the time of completion of video production services. Per hit charges are
recognized when users watch a video on the Internet. Fixed monthly fees are
recognized on a monthly basis consistent with the terms of the contracts.
Commissions on bookings are recognized when the stays are completed.


RESULTS OF OPERATIONS

         The following table shows, for the periods presented, the percentage of
revenue represented by items on our consolidated statements of operations.

<TABLE>
<CAPTION>
                                                             PERCENTAGE OF REVENUE
                                                            Year Ended September 30,
                                                            ------------------------
                                                              2002            2001
                                                            --------        --------
<S>                                                          <C>            <C>
Revenue:
    Webcasting and related equipment sales                    49.7%           29.8%
    Network equipment sales and rentals                       12.7            18.5
    Network usage                                             30.0            37.4
    Travel production and distribution                         7.4             9.4
    Other                                                      0.2             4.9
                                                             -----           -----
           Total revenue                                     100.0           100.0

Operating expenses:
    Webcasting and related equipment costs                    17.8            11.8
    Network equipment sales and rentals                        6.9            11.9
    Network usage                                             17.4            20.5
    Travel production and distribution                         1.2             1.7
    Other costs                                               --               1.2
General administrative:
    Compensation                                              60.7            70.5
    Professional fees                                         16.6            29.8
    Other                                                     18.9            29.5
Sales and marketing                                            2.3             7.9
Depreciation and amortization                                 26.0            21.3
                                                             -----           -----
           Total operating expenses                          167.8           206.1


Loss from operations                                         (67.8)         (106.1)

Other income (expense):
   Interest income                                            --               1.2
   Interest expense                                          (12.5)          (13.4)
   Reserve for intangible impairment                          (8.9)           --
</TABLE>

                                       11
<PAGE>


<TABLE>
<CAPTION>
                                                             PERCENTAGE OF REVENUE
                                                            Year Ended September 30,
                                                            ------------------------
                                                              2002            2001
                                                            --------        --------
<S>                                                          <C>            <C>
   Loss on debentures                                        (43.5)           --
   Other income (expense)                                      2.9             6.7
                                                             -----           -----
           Total other income (expense)                      (62.0)           (5.5)

Loss from continuing operations                             (129.8)         (111.6)
Loss from discontinued operations                             (9.3)          (55.6)
                                                             -----           -----
Net loss                                                    (139.1)%        (167.2)%
                                                             =====           =====
</TABLE>

REVENUE

         We recognized revenue of approximately $8,214,000 from continuing
operations for the year ended September 30, 2002, representing an increase of
approximately $1,306,000 (19%) over revenues of approximately $6,908,000 for the
same period last year.

         Revenues from webcasting accounted for approximately $4,084,000 for the
year ended September 30, 2002 as compared to approximately $2,057,000 for the
same period in fiscal 2001, which represents an increase of approximately
$2,027,000 (99%). This increase is primarily the result of the company's
acquisition of MediaonDemand.com ("MOD"), which took place in February 2002. The
results for MediaonDemand.com are included from January 1, 2002, the effective
date of the transaction. Included in revenue for the year ended September 30,
2002 is approximately $470,000 from revenues related to the construction of a
studio for one of its customers.

         Revenues from the network equipment sales and rentals accounted for
approximately $1,040,000 for the year ended September 30, 2002 as compared to
approximately $1,281,000 for the same period in fiscal 2001, which represents a
decrease of approximately $241,000 (19%). This decrease is the result of fewer
sales as a result of a reduction in sales personnel from 5 full times sales
representatives to 1. The company decided to improve overall operating results
by reducing costs associated with the number of personnel.

         Revenues from network usage amounted to approximately $2,468,000 for
the year ended September 30, 2002 as compared to approximately $2,584,000 for
the same period in 2001, representing a decrease of approximately $116,000 (4%).
The decrease is the result of fewer customers utilizing our network. During
fiscal year 2002 we transitioned the circuits for some of our customers from our
control to theirs. The decision was based upon the usage incurred by these
customers, the customer's payment history as well as the margin achieved from
these circuits. In addition, we experienced some churn of existing customers who
had decided to manage their own network.

         Revenues from the travel production and distribution accounted for
approximately $604,000 for the year ended September 30, 2002 as compared to
approximately $646,000 for the same period in fiscal 2001, which represents a
decrease of approximately $42,000 (7%). The decrease is the result of fewer new
customer vignettes produced as a result of a reduction in sales personnel. The
company, in accordance with the overall plan to improve net operating results,
also reduced costs associated with the travel group.

         The balance of our revenue for the year ended September 30, 2002,
approximately $18,000, was derived from CareView. We sold CareView assets to
CuraSpan, Inc. ("CuraSpan") in December 2000, and CuraSpan entered into a
services agreement with CareView to provide the production and distribution of
videos. As of September 30, 2002, the Company has an investment in CuraSpan of
approximately $108,000, which has been accounted for under the cost method. The
investment was fully reserved at September 30, 2002, as a result of their losses
from operations during the last two fiscal years in addition to an existing burn
rate, which results in a need for additional capital to sustain operations.


                                       12
<PAGE>


OPERATING EXPENSES

         Webcasting and related equipment costs amounted to approximately
$1,461,000 for the year ended September 30, 2002 as compared to approximately
$815,000 for the same period last year representing an increase of approximately
$646,000 (79%). This increase was primarily the result of increased revenues as
a result of the acquisition of MOD.

         Network equipment sales and rental costs decreased approximately
$255,000 (31%) from approximately $825,000 for the year ended September 30, 2001
to approximately $570,000 for the year ended September 30, 2002. This decrease
was the result of fewer sales but was offset by improved margins.

         Network usage costs accounted for approximately $1,426,000 for the year
ended September 30, 2002 as compared to approximately $1,417,000 for the year
ended September 30, 2001, an increase of approximately $9,000 (1%).

         Travel production and distribution costs amounted to approximately
$103,000 for the year ended September 30, 2002 as compared to approximately
$118,000 for the year ended September 30, 2001. The decrease of approximately
$15,000 (13%) is the result of a decrease in revenues as a result of fewer
vignettes produced.

         Other costs for the year ended September 30, 2002, of approximately
$1,000, was derived from production and distribution of video content libraries
for CuraSpan, Inc.

General and Administrative Expenses

         Compensation expense amounted to approximately $4,983,000 for the year
ended September 30, 2002 as compared to approximately $4,873,000 for the same
period last year representing an increase of approximately $110,000 (2%). This
increase was the result of additional personnel as a result of the merger with
MOD. The increase was offset by a reduction in personnel as the integration was
completed throughout 2002.

         Professional fees decreased approximately $694,000 (34%) from
approximately $2,061,000 for the year ended September 30, 2001 to approximately
$1,367,000 for the year ended September 30, 2002. This reduction is the result
of lower consulting fees as well as lower legal, accounting and audit fees.
During fiscal 2002 the Company paid the majority of its consulting fees with
stock, options or warrants. As a result of the decrease in the value of our
stock, the consulting fees were reduced. During fiscal 2001, the Company's EDNET
subsidiary was required to file separate financial statements with the SEC. When
the Company acquired the remaining 49% of EDNET, it was no longer required to
file separate financials with the SEC. In addition, the change in auditors
during fiscal 2002 resulted in lower accounting fees.

         Other general and administrative expenses of approximately $1,551,000
for the year ended September 30, 2002 decreased approximately $484,000 (24%)
from approximately $2,035,000 for the same year in 2001 due to reduced costs
incurred as the result of cost containment measures adopted offset by additional
costs from MOD.

Sales and Marketing Expenses

         Sales and marketing expenses were $189,000 during the year ended
September 30, 2002, representing a decrease of approximately $358,000 (65%) from
approximately $547,000 for the same period last year. The decrease was the
result of reduced marketing costs as a result of cost containment measures
adopted and implemented in fiscal 2002.



                                       13
<PAGE>

Depreciation and Amortization

Depreciation and amortization of approximately $2,133,000 for the year ended
September 30, 2002 increased approximately $671,000 (46%) from approximately
$1,462,000 for the same period last year due to the depreciation of assets
acquired with MOD and the amortization of customer lists resulting from the MOD
acquisition, which is partially offset by the Company's adoption of SFAS No.
142. Under SFAS No. 142 goodwill and intangible assets with indefinite lives are
no longer amortized but are reviewed annually for impairment. The Company
adopted Statement of Financial Accounting Standards ("SFAS") 141, Business
Combinations and SFAS 142, Goodwill and Intangible Assets, effective July 1,
2001, and discontinued amortization of goodwill in fiscal 2002. For fiscal 2002,
the dollar decrease in goodwill amortization expense compared with fiscal 2001
was attributable to approximately $74,000 of amortization expense, resulting
from the acquisition of Ednet, recorded in fiscal 2001 compared to none in
fiscal 2002.

OTHER INCOME (EXPENSE)

         Other expense was approximately $5,099,000 during the year ended
September 30, 2002 compared to approximately $381,000 for the same period last
year. A loss on investment of approximately $3,573,000, net was recorded during
the fiscal year ended September 30, 2002 due to the company fully reserving
against the debenture received as proceeds from the sale of its Golf Society of
the U.S. subsidiary. Interest expense amounted to approximately $1,028,000
compared to approximately $928,000 for the same period last year representing an
increase of $100,000 primarily due to interest expense recognized as a result of
an early redemption premium charged in connection with the convertible debenture
offset by a decrease due to interest, fees and amortization of debt issue costs
associated with the 6% convertible debentures recognized last year. Interest
expense also increased as a result of additional debt and capital leases
acquired with MOD. The interest expense recognized last year was primarily the
result of the debt discount relating to the conversion feature being expensed
immediately due to the right of conversion plus the expensing of the fair value
of the warrants issued in connection with the debentures, both were non-cash
expenses. Interest income was approximately $3,000 during the year ended
September 30, 2002, representing a decrease of approximately $77,000 (96%) from
approximately $80,000 for the same period last year. The decrease in interest
income earned is the result of lower cash and cash equivalent balances during
the year ended September 30, 2002. Other income was approximately $226,000 for
the fiscal year ended September 30, 2002 primarily the result of the recovery of
prior year inventory obsolescence reserves of $242,000 as well as the gain of
approximately $169,000 recognized on the sale of the building. These increases
were offset by expenses associated with an acquisition that was terminated as
well as a reserve for the investment in Curaspan.

DISCONTINUED OPERATIONS

         Losses from discontinued operations amounted to approximately $763,000
for the year ended September 30, 2002 as compared to losses of approximately
$3,840,000 for the same period in 2001. As a result of our decision in December
2001 to sell our interest in the Golf, Leisure and Syndication Group,
approximately $589,000 and approximately $2,635,000 of operating losses are
classified as discontinued operations for the years ended September 30, 2002 and
2001, respectively. In December 2001, we also decided to cease operations in the
Financial Solutions Group and have classified approximately $174,000 and
$1,205,000 as discontinued operations for the years ended September 30, 2002 and
2001, respectively.

         The Golf, Leisure and Syndication Group had represented approximately
19% of our revenues during fiscal 2001 and it accounted for approximately 23% of
our net loss. Revenues from the Financial Solutions Group had been minimal since
its inception in 1999. Our decision to discontinue the operations of these
groups is in keeping with our business strategy focusing on strategic operations
that compliment


                                       14
<PAGE>

our core business. In January 2002 we sold the stock of the Golf
Society of the U.S. to an unaffiliated third party in exchange for a $6.5
million convertible debenture. We retained and will integrate the golf library
and multi-media content into our Travel Group, thereby adding additional rich
media content that can be used for syndication to third parties.

         During fiscal 2002, the Company has fully reserved (net of
approximately $3.2 million of unrealized gain on the related sale) the debenture
investment as Golf Society International, Inc. has ceased operations. On April
30, 2002, an action was instituted by the Company in the Circuit Court for the
Fifteenth Judicial Circuit for Palm Beach County, Florida, entitled Visual Data
Corporation v. Golf Society International, Inc. and Howard Stern. The Complaint
was seeking damages in excess of $6.5 million for breach of contract, fraud in
the inducement, negligent misrepresentation and fraudulent misrepresentation
against Golf Society International, Inc. and Howard Stern. In October 2002, we
were awarded a default judgment against the plaintiffs in the amount of
$7,457,250. We presently intend to pursue collection of this amount, although,
we have fully reserved the amount as a result of the financial condition of GSI
and our belief that collection of this default will be unlikely.

LIQUIDITY AND CAPITAL RESOURCES

         Our working capital deficit at September 30, 2002 was approximately
$2,003,000, an increase of $1,384,000 from $619,000 at September 30, 2001. The
change in working capital was primarily attributable an increase in accounts
payable and accrued expenses of approximately $994,000 and an increase in the
current portion of notes payable of approximately $804,000 in fiscal 2002
compared with fiscal 2001. These increases are partially offset by a decrease in
the current portion of mortgage note payable of approximately $851,000 in fiscal
2002 compared with fiscal 2001. The report of our independent auditors on our
financial statements for the year ended September 30, 2002 contains a
modification as to our ability to continue as a going concern.


         Net cash used from operating activities was approximately $2,266,000.
The net loss of approximately $11,432,000 was partially off-set primarily by
depreciation and amortization of approximately $2,133,000, by loss from
discontinued operations of approximately $763,000, by loss for impairment of
intangible assets of approximately $728,000, by interest expense on notes
payable and convertible debentures of approximately $500,000, by amortization of
deferred services and incentives of approximately $731,000 and a decrease in
assets of discontinued operations and operating assets and liabilities of
approximately $3,573,000 and approximately $473,000, respectively.

         Net cash provided from investing activities was approximately
$1,673,000 for the year ended September 30, 2002 primarily due to proceeds
received from the sale of the building of approximately $1,590,000. Net cash
provided by financing activities, as previously described, for the year ended
September 30, 2002 was approximately $1,130,000.

         As discussed previously, we decided to cease operations in the
Financial Solutions Group and the Golf, Leisure and Syndication Group. In
January 2002 we sold the stock of the Golf Society of the U.S. to an
unaffiliated third party in exchange for a $6.5 million convertible debenture.
We classified approximately $3,808,000 to net assets from discontinued
operations as of September 30, 2001. On April 30, 2002, we instituted an action
in the Circuit Court for the Fifteenth Judicial Circuit for Palm Beach County,
Florida, entitled Visual Data Corporation v. Golf Society International, Inc.
("GSI") and Howard Stern, in which we were seeking damages in excess of $6.5
million for breach of contract, fraud in the inducement, negligent
misrepresentation and fraudulent misrepresentation against the plaintiffs. In
October 2002 we were awarded a default judgment against the plaintiffs in the
amount of $7,457,250. We presently intend to pursue collection of this amount,
although, we have fully reserved the amount as a result of the financial
condition of GSI and our belief that collection of this default will be
unlikely. During fiscal year 2002, we fully reserved the amount of the debenture
received from GSI as GSI has ceased operations. Except as set forth above, we
are not engaged in any litigation that is material to our operations or outside
of the normal course of business.

         For the year September 30, 2002, we had an operating loss from
continuing operations of approximately $10.7 million and cash used in operations
of approximately $2.3 million. At September 30,


                                       15
<PAGE>

2002, we had approximately $61,000 of cash and cash equivalents. We do not
presently have any commitment for capital expenditures. Based upon our current
operations and anticipated acquisitions, we will need to raise additional
capital through debt or equity to provide for our operations for the next 12
months. Our ability to grow revenues, achieve cost savings or raise sufficient
additional capital will be necessary to service our existing indebtedness. In
addition, our ability to refinance existing indebtedness is subject to future
economic conditions, market conditions, business and other factors. We cannot
assure you that we will be able to raise additional working capital to fund
these anticipated deficits. If we are unable to significantly increase our
revenues or raise working capital when needed to fund our ongoing losses, the
viability of our future operations may be in question.

         We are constantly evaluating our cash needs and existing burn rate. In
addition, we have a plan whereby certain non-essential personnel and
administrative costs will continue to be reduced so that we may continue to meet
operating and financing obligations as they come due. Based upon an ongoing
evaluation of our cash needs, we will seek to raise additional capital through
the sale of equity and debt securities to provide funding for ongoing future
operations. No assurances can be given that we will be successful in obtaining
additional capital, or that such capital will be available on terms acceptable
to us. Further, there can be no assurance that even if such additional capital
is obtained or the planned cost reductions are implemented, that we will achieve
profitability or positive cash flow.


ITEM 7.  FINANCIAL STATEMENTS

         Our financial statements are contained in pages F-1 through F-32 as
follows.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         On July 2, 2002, we dismissed our independent certified public
accountants, Arthur Andersen LLP ("Andersen"), and engaged the services of
Goldstein Lewin & Co. ("Goldstein") as our new independent auditors for our
fiscal year ending September 30, 2002. These actions followed our decision to
seek proposals from independent accountants to audit our financial statements
for the fiscal year ending September 30, 2002. The decision to dismiss Andersen
and retain Goldstein was approved by our Board of Directors upon the
recommendation of management. The independent Directors, who constitute the
Audit Committee, voted unanimously for the change.

         None of the audit reports of Andersen on our consolidated financial
statements as of and for the fiscal years ended September 30, 2000 and 2001
contained an adverse opinion or a disclaimer of opinion nor was any such audit
report qualified or modified as to uncertainty, audit scope or accounting
principles.

         During the two most recent fiscal years ended September 30, 2000 and
2001, and the subsequent interim period through July 2, 2002, there were no
disagreements between our company and Andersen on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to Andersen's satisfaction,
would have caused Andersen to make reference to the subject matter of the
disagreement in connection with its reports.

         None of the reportable events described under Item 304(a)(1)(iv)(B) of
Regulation S-B occurred within the two most recent fiscal years ended September
30, 2000 and 2001, or within the interim period through July 2, 2002.

         Pursuant to Item 304(b)(2) of Regulation S-B we have not received a
letter from Andersen and cannot obtain such letter after reasonable compliance,
accordingly complying with Item 304(a)(3) of Regulation S-B is not required.



                                       16
<PAGE>

         During the two most recent fiscal years ended September 30, 2000 and
2001, and the subsequent interim period through July 2, 2002, we did not consult
with Goldstein regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-B.

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

EXECUTIVE OFFICERS AND DIRECTORS

         Our executive officers and directors, and their ages are as follows:

<TABLE>
<CAPTION>
         Name                   Age         Position
        ------                  ---         --------
<S>                            <C>          <C>
Randy S. Selman(1)              46          Chief Executive Officer, President and Chairman
Alan M. Saperstein              43          Executive Vice President, Treasurer and Director
George Stemper                  48          Chief Operating Officer
Gail Babitt                     39          Chief Financial Officer
Benjamin Swirsky(1)(2)          60          Director
Brian K. Service(1)(2)          55          Director
Eric Jacobs                     55          Secretary, Director
Robert J. Wussler(1)(2)         63          Director
</TABLE>
---------------
(1)      Member of the Compensation Committee.
(2)      Member of the Audit Committee.

         RANDY S. SELMAN. Since our inception in May 1993, Mr. Selman has served
as our Chief Executive Officer, President, and a director and from September
1996 through June 1999, as our Chief Financial Officer. Mr. Selman is also the
chairman, a non-voting member, of the Compensation Committee of the Board of
Directors. From March 1985 through May 1993, Mr. Selman was Chairman of the
Board, President and Chief Executive Officer of SK Technologies Corporation (OTC
Bulletin Board: SKTC), a publicly-traded software development company. SKTC
develops and markets software for point-of-sale with complete back office
functions such as inventory, sales analysis and communications. Mr. Selman
founded SKTC in 1985 and was involved in their initial public offering in 1989.
Mr. Selman's responsibilities included management of SKTC, public and investor
relations, finance, high level sales and general overall administration.

         ALAN M. SAPERSTEIN. Mr. Saperstein has served as our Executive Vice
President, Treasurer and a director since our inception in May 1993. Mr.
Saperstein also serves as an alternate member of the Compensation Committee of
the Board of Directors. From March 1989 until May 1993, Mr. Saperstein was a
free-lance producer of video film projects. Mr. Saperstein has provided
consulting services for corporations that have set up their own sales and
training video departments. From 1983 through 1989, Mr. Saperstein was the
Executive Director/Entertainment Division of NFL Films where he was responsible
for supervision of all projects, budgets, screenings and staffing.

         GEORGE STEMPER. Mr. Stemper has served as our Chief Operating Officer
since September 2000. Mr. Stemper comes to us with 25 years in the computer,
Internet application and hospitality technology fields. He served as a Senior
Vice President and General Manager with Hospitality Solutions International
(HSI) from June, 1997 through July, 2000. From September, 1995 through June,
1997 Mr. Stemper served as the Chief Operating Officer and as Executive Vice
President for MCORP, an Edison, NJ based software developer and product
integrator of enterprise oriented solutions for businesses and the military.
From April, 1981 through September, 1995, Mr. Stemper was with Control
Transaction


                                       17
<PAGE>

Corporation and served in key sales and marketing positions and as the Executive
Vice President. In July, 1976, Mr. Stemper began his professional career with
the Hyatt Hotels Corporation. Mr. Stemper has a B.S. degree from Cornell
University and MBA from Fairleigh Dickinson University.

         GAIL BABITT, CPA. Ms. Babitt has served as our Chief Financial Officer
since November 2000. From 1999 through October 2000 Ms. Babitt served as Vice
President of Finance, North America and Corporate Controller for TeleComputing
ASA. TeleComputing ASA is a leading application service provider. From 1997 to
1999 Ms. Babitt served as Manager-Transaction Services for Price Waterhouse
Coopers LLP. During 1997 Ms. Babitt served as Director of Finance for
ToppTelecom, Inc. Topp Telecom is a prepaid cellular company based in Miami.
From 1994 to 1997 Ms. Babitt worked in the audit group with Price Waterhouse
Coopers LLP (formerly Price Waterhouse LLP) and with Ernst & Young LLP from 1992
to 1994. Ms. Babitt has received a MBA from Boston University and a B.S. from
Nova Southeastern University.

         BENJAMIN SWIRSKY. Mr. Swirsky has been a member of the Board of
Directors since July 1997 and serves on the Audit and Compensation Committees of
the Board of Directors. Mr. Swirsky is the owner of Beswir Properties Inc., an
investment capital company. From June 1993 until January 1998, Mr. Swirsky was
President and Chief Executive Officer of Slater Steel, Inc., a publicly-traded
company listed on the (Toronto Stock Exchange: SSI) with investments in the
steel, steel service, forging, pole-line hardware and trucking industries. Mr.
Swirsky was Chairman of P.C.Docs International, Inc., a Canadian publicly-traded
company (Nasdaq: DOCSF, TSE: DXX) from 1997-1999. Mr. Swirsky is also a member
of the Board of Directors of the Four Seasons Hotel Corp., a chain of first
class hotels located throughout the world, and serves on the Audit, Compensation
and Governance committees of the Board. Mr. Swirsky also sits on the Board of
Directors of a number of other companies, including (i) AMI Campbell, Inc., a
publicly traded company -- TSE, (ii) MigraTEC Inc., a publicly-traded company
(Nasdaq: MIGR) where he currently serves as Chairman, (iii) Commercial Alcohols,
Inc., in which he is also a principal shareholder,  (iv) AMICA Matuse Lifestyles
Inc. -- TSE and (v) Alliance Financing Group, Inc. -- TSE.

         BRIAN K. SERVICE. Mr. Service has been a member of our Board of
Directors since July 1997 and serves on the Audit and Compensation Committees of
the Board of Directors. Mr. Service is a dual New Zealand and U.S. citizen and
currently resides in California. Mr. Service currently spends a substantial
amount of his professional time in the United States acting as an international
business consultant and a Managing Director of RPMC. In this capacity, he has
clients in North and South America, the United Kingdom, Asia, Australia and New
Zealand. From October 1992 to October 1994, Mr. Service was Chief Executive
Officer and Managing Director of Salmond Smith BioLab, a New Zealand publicly
traded company engaged in the production and sale of consumer and industrial
products. From 1982 to 1986 he was Chief Executive Officer and Executive
Chairman of Milk Products, Holding (North America), Inc., a wholly-owned
subsidiary of the New Zealand Dairy Board that was located in Santa Rosa,
California. Since September 1999, Mr. Service has served as President, Chief
Executive Officer and director of 3D Systems, Inc., a publicly traded company.

         ERIC JACOBS. Mr. Jacobs has been a member of the Board of Directors
since July 1997 and has served as Secretary since February 1999. From March 1996
until August 1997, Mr. Jacobs was Vice President and General Manager of our
wholly owned subsidiary, HotelView(R) Corporation and thereafter he has served
as Vice President and General Manager of our wholly owned subsidiary, ResortView
Corporation. Since 1976, Mr. Jacobs has served as the Chairman of the Miami
Beach Visitor and Convention Authority and since September 1995 as Chairman of
the Greater Miami and the Beaches Hotel Association. Since 1972, Mr. Jacobs has
been a member of Miami Beach Chamber of Commerce and has served as its Chairman
since September 1996. From 1972 through October 1993, Mr. Jacobs was the owner
of, and served as President and General Manager of, the Tarleton Hotel, Miami
Beach, Florida.


                                       18
<PAGE>

         ROBERT J. WUSSLER. Mr. Wussler has been a member of the Board of
Directors since July 1999. Mr. Wussler is currently the President of Ted Turner
Pictures LLC. Since June 1998 he has served as Chairman, Chief Executive Officer
and President of U.S. Digital Communications, Inc., a global satellite
communications firm that specializes in corporate applications. From June 1995
to May 1998, Mr. Wussler was President and Chief Executive Officer of Affiliate
Enterprises, Inc., the company formed by ABC Television affiliates to pursue new
business opportunities, including emerging technology applications. From 1989 to
1992, he was President and Chief Executive Officer of COMSAT Video Enterprises,
where he managed the acquisition of the NBA Denver Nuggets. Previously, from
1980 to 1990, he was Senior Vice President of Turner Broadcasting, where he
oversaw the launch of CNN, Headline News and TNT, in addition to serving as
President of SuperStation TBS, and from 1974 to 1978 he was the President of CBS
Television Network and CBS Sports.

         There is no family relationship between any of the executive officers
and directors. Each director is elected at our annual meeting of shareholders
and holds office until the next annual meeting of shareholders, or until his
successor is elected and qualified. At present, our bylaws provide for not less
than two directors. The bylaws permit the Board of Directors to fill any vacancy
and such director may serve until the next annual meeting of shareholders or
until his successor is elected and qualified. The Board of Directors elects
officers annually and their terms of office are at the discretion of the Board.
Our officers devote full time to our business.

COMMITTEES OF THE BOARD OF DIRECTORS

         Our Board of Directors has established a Compensation Committee and an
Audit Committee. The members of the Compensation Committee and the Audit
Committee consist of a majority of independent directors. The Compensation
Committee administers our stock option plan and makes recommendations to the
Board of Directors concerning compensation, including incentive arrangements, of
our officers and key employees. The members of the Compensation Committee are
Randy S. Selman, Benjamin Swirsky, Brian K. Service and Robert J. Wussler. Randy
S. Selman is the chairman of the compensation committee, but he is a non-voting
member. The Audit Committee reviews the engagement of the independent
accountants and reviews the independence of the accounting firm. The Audit
Committee also reviews the audit and non-audit fees of the independent
accountants and the adequacy of our internal accounting controls. The members of
the Audit Committee are Benjamin Swirsky, Brian K. Service and Robert J.
Wussler.

DIRECTORS' COMPENSATION

         Directors who are not our employees received $3,750 per quarter as
compensation for serving on the Board of Directors, as well as reimbursement of
reasonable out-of-pocket expenses incurred in connection with their attendance
at Board of Directors' meetings. As of September 30, 2002, we had accrued board
fees of approximately $34,000, which have subsequently been paid.

         From time to time we issue the members of our Board of Directors
options to purchase shares of our common stock as compensation for their
services as directors. At September 30, 2002 members of our Board of Directors
hold outstanding options to purchase an aggregate of 4,441,000 shares of our
common stock at prices ranging from $.75 to $17.188 per share.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
us under Rule 16a-3(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") during the fiscal year ended September 30, 2002 and Forms 5 and
amendments thereto furnished to us with respect to the fiscal year ended
September 30, 2002, as well as any written representation from a reporting
person that no Form 5 is required, the Company is not aware of any person that
failed to file on a timely basis, as disclosed in the aforementioned Forms,
reports required by Section 16(a) of the Exchange Act during the fiscal year
ended September 30, 2002, other then:

                                       19
<PAGE>
         - Mr. Stemper failed to timely file his Form 4 reporting bought stock
in the market in May 2002, which form was subsequently filed with the SEC, and

        - Mr. Jacobs failed to timely file a Form 4 reporting a grant of stock
in lieu of interest payments in February and options granted in April 2002,
which forms were subsequently filed with the SEC, and

        - Messrs. Selman and Saperstein each failed to timely file a Form 4
reporting the exercise of options in January 2002, which forms were subsequently
filed with the SEC.

ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth certain information relating to the
compensation of (i) our Chief Executive Officer; and (ii) each of our executive
officers who earned more than $100,000 during the three most recent fiscal years
(collectively, the "Named Executive Officers.

<TABLE>
<CAPTION>

                                 ANNUAL                                LONG-TERM
                              COMPENSATION                        COMPENSATION AWARDS
                              ------------                        -------------------
NAME, PRINCIPAL                                              OTHER ANNUAL      RESTRICTED OPTIONS    ALL OTHER
POSITION              YEAR      SALARY           BONUS       COMPENSATION          STOCK AWDS       COMPENSATION
---------------       ----      ------           -----       ------------      ------------------   ------------
<S>                    <C>      <C>               <C>        <C>                   <C>               <C>
Randy S. Selman        2002     $159,917          -0-        $ 15,631  (1)         -0-      -0-      -0-     -0-
  President, Chief     2001     $227,333(11)      -0-        $ 11,863  (2)         -0-      -0-      -0-     -0-
  Executive Officer    2000     $223,646(11)      -0-        $ 12,912  (3)         -0-      -0-      -0-     -0-
  and Director

Alan Saperstein        2002     $159,917          -0-         $19,199  (4)         -0-      -0-      -0-     -0-
  Vice President       2001     $227,333(11)      -0-         $14,178  (5)         -0-      -0-      -0-     -0-
  Treasurer and        2000     $223,646(11)      -0-         $15,480  (6)         -0-      -0-      -0-     -0-
  Director

George Stemper         2002     $145,417          -0-         $16,199  (7)         -0-      -0-      -0-     -0-
  Chief Operating      2001      150,000          -0-          $8,248  (8)         -0-      -0-      -0-     -0-
  Officer

Gail Babitt            2002     $136,167          -0-         $12,631  (9)         -0-      -0-      -0-     -0-
  Chief Financial      2001     $115,761          -0-          $7,068 (10)         -0-      -0-      -0-     -0-
  Officer
</TABLE>
---------------
(1)     Includes $4,381 for medical insurance and $11,250 automobile allowance.

(2)     Includes $2,863 for medical insurance and $9,000 automobile allowance.

(3)     Includes $681 for disability insurance, $3,981 for medical insurance and
        $8,250 automobile allowance.

(4)     Includes $7,949 for medical insurance and $11,250 automobile allowance.

(5)     Includes $5,178 for medical insurance and $9,000 for automobile
        allowance.

(6)     Includes $681 for disability insurance, $6,549 for medical insurance and
        $8,250 automobile allowance.

(7)     Includes $7,949 for medical insurance and $8,250 for automobile
        allowance.

(8)     Includes $1,998 for medical insurance and $6,250 automobile allowance.
        Mr. Stemper has served as the Chief Operating Officer since September
        2000.

(9)     Includes $4,381 for medical insurance and $8,250 automobile allowance.

(10)    Includes $1,651 for medical insurance and $5,417 automobile allowance.
        Ms. Babitt has served as the Chief Financial Officer since November
        2000.


                                       20
<PAGE>


(11)    Includes a $25,000 management fee paid by EDNET.

EMPLOYMENT AGREEMENTS

         Effective January 9, 1998, we entered into amended and restated
employment agreements with Randy S. Selman, our Chief Executive Officer,
President and a director, and with Alan Saperstein, our Executive Vice
President, Treasurer and a director. The agreements with each of Messrs. Selman
and Saperstein are substantially similar and superseded in their entirety
previous employment agreements with each of Messrs. Selman and Saperstein. The
term of the agreement is for three years from the effective date of the
agreements and is renewable for successive one-year terms unless terminated. The
annual salary under each of the agreements is $137,500, which amount will be
increased by 10% each year. Messrs. Selman and Saperstein are also each eligible
to receive an annual bonus in cash or stock equal to 2% of our earnings before
income tax, depreciation and amortization (EBITDA) on that portion of EBITDA
that has increased over the previous year's EBITDA.

         Additionally, each of Messrs. Selman and Saperstein were granted
options (which contain certain anti-dilution provisions) to purchase 375,000
shares of common stock at $2.125 per share, vesting 125,000 options on each
anniversary date of the effective date of each of the agreements. The options,
which are exercisable for a period of four years from the vesting date,
automatically vest upon the occurrence of certain events, including a change in
control, constructive termination (as defined in the agreements) of the
employee, or the termination of the employee other than for cause.

         The agreements were amended, effective September 1, 1999, to (i) extend
the term an additional two years, until January 9, 2003 (ii) increase the annual
salary under each agreement to $195,000, and (iii) grant an additional 250,000
options at $8.875 (the fair market value at the date of grant) per share to each
of Messrs. Selman and Saperstein, vesting 125,000 options on each anniversary
date of the effective date of the additional two year term provided for under
the amendment to the amended and restated employment agreements.

         The agreements were further amended, effective August 1, 2001, to (i)
extend the term an additional two years, until August 1, 2005 (ii) increase the
annual salary under each agreement to $250,000, and (iii) grant an additional
500,000 options at $1.50 (the fair market value at the date of grant) per share
to each of Messrs. Selman and Saperstein, vesting 50,000 options per year for
the first two years and 200,000 options per year for the next two years on each
anniversary date of the effective date of the term provided for under the
amendment to the amended and restated employment agreements. The EBITDA annual
bonus has been revised so that no bonus would be paid unless we have a positive
Net Income (as defined in the agreement), and, at such time, the EBITDA bonus
will be paid only up to an amount that maintains a positive Net Income.

         The agreements also provide, among other things, for (i) participation
in any profit-sharing or retirement plan and in other employee benefits
applicable to our employees and executives, (ii) an automobile allowance and
fringe benefits commensurate with the duties and responsibilities of Messrs.
Selman and Saperstein, (iii) benefits in the event of disability and (iv)
contain certain non-disclosure and non-competition provisions. Additionally,
Messrs. Selman and Saperstein may be granted certain bonus incentives by our
Board of Directors. Furthermore, we have agreed to indemnify each of them for
any obligations or guaranties that either of them may have undertaken on our
behalf.

         Under the terms of the agreements, we may terminate the employment of
Mr. Selman or Mr. Saperstein either with or without cause. If the Agreements are
terminated by us without good cause, or by Mr. Selman or Mr. Saperstein with
good cause, as applicable, we would be obligated to pay that executive an amount
equal to three times that executive's current annual compensation (including
base salary and bonus), payable in semi-monthly installments (except in the case
of a termination upon a change in control wherein the executive may elect either
a lump sum payment, discounted to present market value or payment over a three
year period in semi-monthly installments). Additionally, the executive would be
entitled to participate in and accrue medical benefits for a period of two years
after the



                                       21
<PAGE>

date of termination without cause (by us) or for good cause (by the
executive). To the extent that either Messrs. Selman or Saperstein are
terminated for cause, no severance benefits shall be paid.

         Effective October 15, 2001 we entered into employment agreements with
George Stemper, our Chief Operating Officer, and with Gail Babitt, our Chief
Financial Officer. The term of the agreement is for two years from the effective
date of the agreements and is renewable for successive one-year terms unless
terminated. The annual salary under each of the agreements is $175,000 for Mr.
Stemper and $155,000 for Ms. Babitt, which amount will be increased by 10% each
year.

         Additionally, each of Mr. Stemper and Ms. Babitt were granted options
(which contain certain anti-dilution provisions) to purchase 100,000 shares of
common stock at $.75 per share, vesting 50,000 options on each anniversary date
of the effective date of each of the agreements. The options, which are
exercisable for a period of four years from the vesting date, automatically vest
upon the occurrence of certain events, including a change in control,
constructive termination (as defined in the agreements) of the employee, or the
termination of the employee other than for cause.

         The agreements also provide, among other things, for (i) participation
in any profit-sharing or retirement plan and in other employee benefits
applicable to our employees and executives, (ii) an automobile allowance and
fringe benefits commensurate with the duties and responsibilities of Mr. Stemper
and Ms. Babitt, (iii) benefits in the event of disability and (iv) contain
certain non-disclosure and non-competition provisions. Additionally, Mr. Stemper
and Ms. Babitt may be granted certain bonus incentives by our Board of
Directors. Furthermore, we have agreed to indemnify each of them for any
obligations or guaranties that either of them may have undertaken on our behalf.

         Under the terms of the agreements, we may terminate the employment of
Mr. Stemper or Ms. Babitt either with or without cause. If the Agreements are
terminated by us without good cause, or by Mr. Stemper or Ms. Babitt with good
cause, as applicable, we would be obligated to provide that executive three
months notice and then to pay current compensation and benefits for an
additional six month period.

         In conjunction with the Loan Agreement discussed in Note 5 to the
financial statements, all members of our management have each agreed to limit
their annual salary to $140,000 under certain circumstances while the loan is
outstanding. The limitation commenced in January 2002, and is still in effect.
In addition, Randy S. Selman and Alan Saperstein each cancelled 750,000 options
held by them to purchase shares of our common stock.

STOCK OPTION INFORMATION

         The following table sets forth certain information with respect to
stock options granted in fiscal 2002 to the Named Executive Officers.


                                       22
<PAGE>

                 Option Grants in Year Ended September 30, 2002


<TABLE>
<CAPTION>
                                                   INDIVIDUAL GRANTS
                                                 --------------------
                          NO. OF SECURITIES      % OF TOTAL OPTIONS
                             UNDERLYING          GRANTED TO EMPLOYEES       EXERCISE      EXPIRATION
     NAME                  OPTIONS GRANTED           IN FISCAL YEAR          PRICE           DATE
     ----                -------------------     --------------------      ----------     ----------
<S>                           <C>                       <C>                   <C>            <C>
Randy S. Selman,
  President, Chief
  Executive Officer
  and Director                    --                      --                   --             --

Alan Saperstein,
  Executive Vice
  President and
  Director                        --                      --                   --             --

George Stemper,
  Chief Operating
  Officer                      125,000                    8%                   (1)            (1)

Gail Babitt, Chief
  Financial Officer            125,000                    8%                   (1)            (1)
</TABLE>
---------------
(1) On October 15, 2001 we granted options to acquire 100,000 shares of common
stock at an exercise price of $.75 per share. These options were granted as part
of an executive employment agreement. The term of these options is four years
from the date vested. These options vest over 2 years. On August 13, 2002 we
granted options to acquire 25,000 shares of common stock at an exercise price of
$.23 per share. These options were plan granted as a replacement for options
that were granted in April 2001 outside the Plan. These replacement options were
granted at fair market value 6 months and one day after prior options were
cancelled. The term of these options is four years from the date of initial
grant. These options are fully vested.

         The following table sets forth certain information regarding stock
options held as of September 30, 2002 by the Named Executive Officers.


           Aggregate Option Exercises in Year Ended September 30, 2002
                           and Year-End Option Values


<TABLE>
<CAPTION>
                                                      NO. OF SECURITIES
                                                   UNDERLYING UNEXERCISED              VALUE OF UNEXERCISED
                                                       OPTIONS AT                    IN-THE-MONEY OPTIONS AT
                          SHARES                    SEPTEMBER 30, 2002                 SEPTEMBER 30, 2002(1)
                          ACQUIRED             -------------------------------      ---------------------------
                            ON        VALUE
NAME                     EXERCISE   REALIZED   EXERCISABLE       UNEXERCISABLE      EXERCISABLE    UNEXERCISABLE
----                     --------   --------   -----------       -------------      -----------    -------------
<S>                        <C>       <C>        <C>                <C>               <C>              <C>
Randy S. Selman,
  President, Chief
  Executive Officer
  and Director              --       $  --     1,093,000(2)        400,000(2)         $  --           $  --

Alan Saperstein,
  Executive Vice
  President and
  Director                  --       $  --     1,093,000(2)        400,000(2)         $  --           $  --

George Stemper,
  Chief Operating
  Officer                   --       $  --       166,666(3)        133,334(3)         $  --           $  --

Gail Babitt,
  Chief Financial
  Officer                   --       $  --       150,000(4)        150,000(4)         $  --           $  --
</TABLE>


                                       23
<PAGE>

---------------
(1)      The dollar value of the unexercised in-the-money options is calculated
         based upon the difference between the option exercise price and $.21
         per share, being the closing price of our common stock on October 1,
         2002 as reported by The Nasdaq SmallCap Market.

(2)      Of such exercisable options, at September 30, 2002, 18,000 options were
         exercisable at $1.45 per share, 100,000 were exercisable at $1.50,
         350,000 options were exercisable at $2.00 per share and 625,000 options
         were exercisable at $2.125 per share. Of the unexercisable options,
         400,000 have an exercise price of $1.50 per share at September 30,
         2002. See Option Grants in Year Ended September 30, 2002 above. See
         Item 5. Market for Common Equity and Related Stockholder Matters -
         Recent Sales of Unregistered Securities.

(3)      Of such exercisable options, at September 30, 2002, 25,000 options were
         exercisable at $.23 per share, 75,000 options were exercisable at $2.00
         per share and 66,666 were exercisable at $4.188 per share. Of the
         unexercisable options, 100,000 have an exercise price of $.75 per share
         and 33,334 have an exercise price of $4.188 per share. See Option
         Grants in Year Ended September 30, 2002 above.

(4)      Of such exercisable options, at September 30, 2002, 100,000 options
         were exercisable at $2.00 per share, 25,000 were exercisable at $.23
         per share and 25,000 were exercisable at $2.031 per share. Of the
         unexercisable options, 50,000 have an exercise price of $2.031 per
         share and 100,000 have an exercise price of $.75 per share. See Option
         Grants in Year Ended September 30, 2002 above.

1996 STOCK OPTION PLAN

         On February 9, 1997, the Board of Directors and a majority of our
shareholders adopted our 1996 Stock Option Plan (the "Plan"). Pursuant to an
amendment to the Plan ratified by shareholders on April 22, 2002, we have
reserved an aggregate of 11,000,000 shares of common stock for issuance pursuant
to options granted under the Plan ("Plan Options") or for restricted stock
grants ("Stock Grants") made under the Plan. At December 31, 2002, we have
options to purchase 4,625,250 shares of our common stock outstanding under the
Plan. Such options were issued to our directors, employees and consultants at
exercise prices ranging from $.023 to $17.188 per share.

         The stated purpose of the Plan is to increase our employees',
advisors', consultants' and non-employee directors' proprietary interest in the
company, and to align more closely their interests with the interests of the
Visual Data shareholders, as well as to enable us to attract and retain the
services of experienced and highly qualified employees and non-employee
directors. The Plan is administered by the Compensation Committee of our Board
of Directors (the "Committee"). The Committee determines, from time to time,
those of our officers, directors, employees and consultants to whom Stock Grants
and Plan Options will be granted, the terms and provisions of the respective
Grants and Plan Options, the dates such Plan Options will become exercisable,
the number of shares subject to each Plan Option, the purchase price of such
shares and the form of payment of such purchase price. Stock Grants may be
issued by Committee at up to a 10% discount to market at the time of grant. At
no time may the Committee issue Stock Grants to exceed, in the aggregate,
1,000,000 shares. All other questions relating to the administration of the
Plan, and the interpretation of the provisions thereof are to be resolved at the
sole discretion of the Board of Directors or the Committee.

         Plan Options granted under the Plan may either be options qualifying as
incentive stock options ("Incentive Options") under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), or options that do not so qualify
("Non-Qualified Options"). In addition, the Plan also allows for the inclusion
of a reload option provision ("Reload Option"), which permits an eligible person
to pay the exercise price of the Plan Option with shares of common stock owned
by the eligible person and to receive a new Plan Option to purchase shares of
common stock equal in number to the tendered shares. Any Incentive Option
granted under the Plan must provide for an exercise price of not less than 100%
of the fair market value of the underlying shares on the date of such grant, but
the exercise price of any


                                       24
<PAGE>

Incentive Option granted to an eligible employee owning more than 10% of our
common stock must be at least 110% of such fair market value as determined on
the date of the grant.

         The term of each Plan Option and the manner in which it may be
exercised is determined by the Board of Directors or the Committee, provided
that no Plan Option may be exercisable more than 10 years after the date of its
grant and, in the case of an Incentive Option granted to an eligible employee
owning more than 10% of our common stock, no more than five years after the date
of the grant. In any case, the exercise price of any stock option granted under
the Plan will not be less than 85% of the fair market value of the common stock
on the date of grant. The exercise price of Non-Qualified Options shall be
determined by the Board of Directors or the Committee.

         The per share purchase price of shares subject to Plan Options granted
under the Plan may be adjusted in the event of certain changes in our
capitalization, but any such adjustment shall not change the total purchase
price payable upon the exercise in full of Plan Options granted under the Plan.
Officers, directors and key employees of and consultants to us and our
subsidiaries will be eligible to receive Non-Qualified Options under the Plan.
Only our officers, directors and employees who are employed by us or by any of
our subsidiaries thereof are eligible to receive Incentive Options.

         All Plan Options are nonassignable and nontransferable, except by will
or by the laws of descent and distribution and, during the lifetime of the
optionee, may be exercised only by such optionee. If an optionee's employment is
terminated for any reason, other than his death or disability or termination for
cause, or if an optionee is not our employee but is a member of our Board of
Directors and his service as a Director is terminated for any reason, other than
death or disability, the Plan Option granted may be exercised on the earlier of
the expiration date or 90 days following the date of termination. If the
optionee dies during the term of his employment, the Plan Option granted to him
shall lapse to the extent unexercised on the earlier of the expiration date of
the Plan Option or the date one year following the date of the optionee's death.
If the optionee is permanently and totally disabled within the meaning of
Section 22(c)(3) of the Code, the Plan Option granted to him lapses to the
extent unexercised on the earlier of the expiration date of the option or one
year following the date of such disability.

         The Board of Directors or the Committee may amend, suspend or terminate
the Plan at any time, except that no amendment shall be made which (i) increases
the total number of shares subject to the Plan or changes the minimum purchase
price therefore (except in either case in the event of adjustments due to
changes in our capitalization), (ii) affects outstanding Plan Options or any
exercise right thereunder, (iii) extends the term of any Plan Option beyond ten
years, or (iv) extends the termination date of the Plan.

         Unless the Plan shall be earlier suspended or terminated by the Board
of Directors, the Plan shall terminate on approximately 10 years from the date
of the Plan's adoption. Any such termination of the Plan shall not affect the
validity of any Plan Options previously granted thereunder.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table contains information regarding beneficial ownership
of our common stock as of December 20, 2002 held by (i) persons who own
beneficially more than 5% of our outstanding common stock, (ii) our directors,
(iii) named executive officers and (iv) all of our directors and officers as a
group. The table also represents the same information as adjusted to reflect the
sale of shares offered hereby.


                                       25
<PAGE>

<TABLE>
<CAPTION>
                                             SHARES OF COMMON
                                            STOCK BENEFICIALLY
                                                 OWNED(2)--
NAME AND ADDRESS OF                     ---------------------------
OF BENEFICIAL OWNER(1)                    NUMBER         PERCENTAGE
----------------------                  ---------        ----------
<S>                                     <C>                 <C>
Randy S. Selman(3)                      1,240,731            3.8%
Alan M. Saperstein(4)                   1,270,268            3.9%
George Stemper (5)                        249,708            *
Gail Babitt (6)                           247,676            *
Benjamin Swirsky(7)                       221,262            *
Brian K. Service(8)                       276,538            *
Eric Jacobs(9)                            344,822            1.1%
Robert Wussler(10)                        264,233            *
Fred Deluca(11)                         2,557,683            7.9%
All Directors and
  Officers (8 persons)(12)              4,115,238           11.8%
</TABLE>
---------------
  *  Less than 1%

(1) Unless otherwise indicated, the address of each of the listed beneficial
owners identified is c/o Visual Data Corporation, 1291 Southwest 29th Avenue,
Pompano Beach, Florida 33069. Unless otherwise noted, we believe that all
persons named in the table have sole voting and investment power with respect to
all shares of our common stock beneficially owned by them.

(2) A person is deemed to be the beneficial owner of securities that can be
acquired by such a person within 60 days from December 20, 2002 upon exercise of
options, warrants or convertible securities. Each beneficial owner's percentage
ownership is determined by assuming that options, warrants and convertible
securities that are held by such a person (but not those held by any other
person) and are exercisable within 60 days from December 20, 2002 have been
exercised. As of December 20, 2002 there were 31,355,914 shares of common stock
outstanding.

(3) This amount includes options to acquire an aggregate of 18,000 shares of
common stock at an exercise price of $1.45 per share, options to acquire an
aggregate of 350,000 shares of common stock at an exercise price of $2.00 per
share, options to acquire an aggregate of 625,000 shares of common stock at an
exercise price of $2.125 per share and options to acquire an aggregate of
100,000 shares of common stock at an exercise price of $1.50 per share. Excludes
options to purchase 400,000 shares of common stock at an exercise price of
$1.50, which have not yet vested.

(4) This amount includes options to acquire an aggregate of 18,000 shares of
common stock at an exercise price of $1.45 per share, options to acquire an
aggregate of 350,000 shares of common stock at an exercise price of $2.00 per
share, options to acquire an aggregate of 625,000 shares of common stock at an
exercise price of $2.125 per share and options to acquire an aggregate of
100,000 shares of common stock at an exercise price of $1.50 per share. Excludes
options to purchase 400,000 shares of common stock at an exercise price of
$1.50, which have not yet vested.

(5) This amount includes options to acquire an aggregate of 75,000 shares of
common stock at an exercise price of $2.00 per share, options to purchase 66,666
shares of common stock at an exercise price of $4.188 per share, options to
purchase 25,000 shares of common stock at an exercise price of $.23 per share,
which were granted in September 2002 and options



                                       26
<PAGE>

to purchase 50,000 shares of common stock at an exercise price of $.75 per
share, which were granted in October 2001. This amount excludes options to
purchase 33,334 shares at $4.188 per share and options to purchase 50,000 shares
at $.75 per share, which have not yet vested.

(6) This amount includes options to acquire an aggregate of 100,000 shares of
common stock at an exercise price of $2.00 per share, options to purchase 50,000
shares of common stock at an exercise price of $2.031 per share options to
purchase 25,000 shares of common stock at an exercise price of $.23 per share,
which were granted in September 2002 and options to purchase 50,000 shares of
common stock at an exercise price of $.75 per share, which were granted in
October 2001. This amount excludes options to purchase 25,000 shares at $2.031
per share and options to purchase 50,000 shares at $.75 per share, which have
not yet vested.

(7) This amount includes options to purchase 35,000 shares of common stock at an
exercise price of $16.00, options to purchase 50,000 shares of common stock at
an exercise price of $7.50, options to purchase 75,000 shares of common stock at
an exercise price of $2.00 and options to purchase 50,000 shares at $.75 per
share, which were granted in September 2001, but excludes options to acquire
50,000 shares of common stock at an exercise price of $.75 per share. Mr.
Swirsky's address is 350 Fairlawn Avenue, Toronto, Ontario, Canada.

(8) This amount includes options to purchase 25,000 shares at $2.125 per share,
options to acquire 35,000 shares of common stock at an exercise price of $16.00,
options to acquire 50,000 shares of common stock at an exercise price of $7.50,
options to purchase 75,000 shares of common stock at an exercise price of $2.00
and options to acquire 50,000 shares of common stock at an exercise price of
$.75, which were granted in September 2001. In addition, Mr. Service has options
to purchase 18,000 shares of common stock at an exercise price of $1.45 and an
option to purchase 12,000 shares of common stock at an exercise price of $10.00,
which were options in EDNET that were converted to options in the Company upon
acquisition of the remaining 49%. Excludes options to acquire an aggregate of
50,000 shares of common stock at an exercise price of $.75 per share, which have
not yet vested. Mr. Service's address is 123 Red Hill Circle, Tiburon, CA 94920.

(9) This amount includes options to acquire 75,000 shares of common stock at an
exercise price of $2.125 per share, options to acquire 75,000 shares of common
stock at an exercise price of $2.00 and options to acquire 50,000 shares of
common stock at an exercise price of $.75, which were granted in September 2001.
Excludes options to acquire an aggregate of 100,000 shares of common stock at an
exercise price of $.75 per share and options to acquire an aggregate of 150,000
shares of common stock at an exercise price of $1.00 per share, which were
granted in April 2002, which have not yet vested.

(10) This amount includes options to acquire 25,000 shares of common stock at an
exercise price of $2.875 per share, options to acquire 50,000 shares of common
stock at an exercise price of $17.188 per share, options to acquire 75,000
shares of common stock at an exercise price of $2.00 per share and options to
acquire an aggregate of 50,000 shares of common stock at an exercise price of
$.75 per share, which were granted in September 2001. In addition, Mr. Wussler
has options to purchase 10,000 shares of common stock at an exercise price of
$1.00, 8,000 shares of common stock at an exercise price of $1.45 and an option
to purchase 12,000 shares of common stock at an exercise price of $10.00, which
were options in Ednet that were converted to options in the Company upon
acquisition of the remaining 49%. Excludes options to acquire an aggregate of
100,000 shares of common stock at an exercise price of $.75 per


                                       27
<PAGE>

share and options to acquire an aggregate of 100,000 shares of common stock at
an exercise price of $.50 per share, which were granted in April 2002, which
have not yet vested.

(11) This amount includes warrants to acquire 1,000,000 shares of common stock
at an exercise price of $1.00 per share, which were granted in December 2001 and
options to acquire 100,000 shares of common stock at an exercise price of $2.125
per share, which were granted in December 1998. Mr. Delucas address is, c/o
Subway, 325 Bic Drive, Milford, CT, 06460.

(12)     See notes (3)-(10) above.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In May 1999, Eric Jacobs lent EDNET $250,000 under a 90-day unsecured
renewable promissory note bearing interest at 12% per annum. Such funds were
used by EDNET for the purchase of inventory. The note has been renewed, $125,000
has been repaid, and, the remaining $125,000 is due on December 31, 2003. The
interest on the remaining $125,000 was satisfied by the Company's issuance of
58,333 shares of common stock to Mr. Jacobs.

         We have adopted a corporate governance policy which requires the
approval of any transaction between us and any officer, director or 5%
shareholder by a majority of the independent, disinterested directors. In
addition, pursuant to the inclusion of our securities on The Nasdaq National
Market, we are subject to compliance with certain corporate governance standards
adopted by The Nasdaq Stock Market, Inc.


                                     PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

The following documents are filed as a part of this report or are incorporated
by reference to previous filings, if so indicated:

(a)      Exhibits

<TABLE>
<CAPTION>
EXHIBIT NO.       DESCRIPTION
-----------       -----------
<S>               <C>
2(a)              Agreement and Plan of Merger dated as of December 1, 2000 by and among Visual Data
                  Corporation, SportsSoft Golf, Inc. and certain shareholders of SportsSoft Golf, Inc. (15)
2(b)              Articles of Merger filed with the State of Florida (16)
2(c)              Articles of Merger filed with the State of Delaware(16)
2(d)              Agreement and Plan of Merger dated June 4, 2001 among Entertainment Digital
                  Network, Inc., Visual Data Corporation and Visual Data San Francisco, Inc. (17)
2(e)              Agreement and Plan of Reorganization between Visual Data Corporation, Media On Demand,
                  Inc. and Charles Saracico(20)
2(f)              Voting Agreement(20)
3(i)(a)           Articles of Incorporation(1)
3(i)(b)           Articles of Amendment dated July 26, 1993(1)
3(i)(c)           Articles of Amendment dated January 17, 1994(1)
3(i)(d)           Articles of Amendment dated October 11, 1994(1)
3(i)(e)           Articles of Amendment dated March 25, 1995(1)
3(i)(f)           Articles of Amendment dated October 31, 1995(1)
3(i)(g)           Articles of Amendment dated May 23, 1996(1)
3(i)(h)           Articles of Amendment dated May 5, 1998(2)
3(i)(i)           Articles of Amendment dated August 11, 1998(6)
3(i)(j)           Articles of Amendment dated June 13, 2000(11)
3(ii)             By-laws(1)
3(iii)            Articles of Amendment dated April 11, 2002(21)
4(c)              Specimen Common Stock Certificate(1)
4(d)              Specimen Common Stock Purchase Warrant(1)
</TABLE>

                                       28
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.       DESCRIPTION
-----------       -----------
<S>               <C>
4(e)              Form of Underwriter Warrant(10)
4(f)              Form of Common Stock Purchase Warrant (18)
4(g)              Form of 6% Convertible Debenture in the principal amount of $1,040,000 due December 8,
                  2003(12)
4(h)              Form of 6% Convertible Debenture in the principal amount of $1,000,000 due December 8,
                  2003(12)
4(i)              Form of one year Common Stock Purchase Warrant(12)
4(j)              Form of five year Common Stock Purchase Warrant(12)
10(a)             Purchase Agreement (4)
10(b)             Form of Stock Option Plan and Amendment thereto(1)(14)
10(c)             Third Amended and Restated Employment Agreement between the Company and Randy S. Selman(7)
10(d)             Third Amended and Restated Employment Agreement between the Company and Alan Saperstein(7)
10(e)             Contract for Purchase and Sale of Real Property(3)
10(f)             Registration Rights Agreement (4)
10(g)             Securities Purchase Agreement between the Company and EDNET, Inc.(5)
10(h)             Securities Purchase Agreement (9)
10(i)             Registration Rights Agreement (9)
10(j)             Agreement dated March 30, 1998 by and between Video News  Wire Corporation and P.R.
                  Newswire, Inc.(8)
10(k)             Employment Agreement between Visual Data Corporation and Gail Babitt
10(l)             Employment Agreement between Visual Data Corporation and George Stemper
10(m)             Purchase Agreement(12)
10(n)             Registration Rights Agreement(12)
10(o)             Form of Securities Purchase Agreement (13)
10(p)             Form of Registration Rights Agreement (13)
10(q)             Form of Stock Purchase Agreement (19)
10(r)             Form of 6% Convertible Debenture (19)
21                Subsidiaries of the registrant (2)
23.1              Consent of Independent Certified Public Accountants
99                Potential limitation of remedies against Arthur Andersen LLP
99.1              Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002
99.2              Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>
---------------
(1)      Incorporated by reference to the exhibit of the same number filed with
         the registrant's registration statement on Form SB-2, registration
         number 333-18819, as amended and declared effective by the SEC on
         July 30, 1997.

(2)      Incorporated by reference to the registrant's Annual Report on
         Form 10-KSB for the year ended September 30, 2000.

(3)      Incorporated by reference to the registrant's Annual Report on
         Form 10-KSB for the year ended September 30, 1997.

(4)      Incorporated by reference to the registrant's current report on
         Form 8-K filed December 18, 2000.

(5)      Incorporated by reference to the registrant's current report on
         Form 8-K dated August 11, 1998.

(6)      Incorporated by reference to the registrant's current report on
         Form 8-K dated August 21, 1998.

(7)      Incorporated by reference to the exhibit of the same number filed with
         the registrant's registration statement on Form S-3, registration
         number 333-62071, as amended and declared effective by the SEC on
         November 3, 1998.

(8)      Incorporated by reference to the registrant's Quarterly Report on
         Form 10-QSB/A for the period ended June 30, 1998 as filed with the SEC
         on October 15, 1998.

(9)      Incorporated by reference to the registrant's current report on
         Form 8-K filed May 29, 2001.

(10)     Incorporated by reference to the exhibit of the same number filed with
         the registrant's Registration Statement on Form S-1, registration
         number 333-79887.

                                       29
<PAGE>

(11)     Incorporated by reference to the registrant's Quarterly Report on
         Form 10-QSB for the period ended June 30, 2000.

(12)     Incorporated by reference to the registrant's Current Report on
         Form 8-K dated December 18, 2000.

(13)     Incorporated by reference to the registrant's registration statement on
         Form S-3, registration number 333-71308, as declared effective by the
         SEC on November 14, 2001.

(14)     Incorporated by reference to the registrant's Proxy Statement for the
         year ended September 30, 1998.

(15)     Incorporated by reference to the registrant's current report on
         Form 8-K filed January 3, 2001.

(16)     Incorporated by reference to the registrant's current report on
         Form 8-K filed March 9, 2001.

(17)     Incorporated by reference to the registrant's current report on
         Form 8-K filed on June 12, 2001.

(18)     Incorporated by reference to the registrant's current report on
         Form 8-k filed on May 29, 2001.

(19)     Incorporated by reference to the registrant's current report on
         Form 8-k filed on January 14, 2002.

(20)     Incorporated by reference to the registrant's current report on
         Form 8-k filed February 5, 2002.

(21)     Incorporated by reference to the registration statement on Form
         S-3, file number 333-89042, declared effective on June 7, 2002.

                  (b)      Reports on Form 8-K

         On September 18, 2002 we filed a report on Form 8-K reporting under
Item 5. the sale of our principal executive offices and their subsequent
leaseback.

ITEM 14.   CONTROLS AND PROCEDURES

         Our management, which includes our Chief Executive Officer and Chief
Financial Officer, has conducted an evaluation of the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-14(c) promulgated
under the Securities and Exchange Act of 1934, as amended) as of a date (the
"Evaluation Date") within 90 days prior to the filing date of this report. Based
upon that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective for timely
gathering, analyzing and disclosing the information we are required to disclose
in our reports filed under the Securities Exchange Act of 1934, as amended.
There have been no significant changes made in our internal controls or in other
factors that could significantly affect our internal controls subsequent to the
Evaluation Date.



                                       30
<PAGE>


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                   Visual Data Corporation


                                   By: /s/ Randy S. Selman
                                       -----------------------------------------
                                       Randy S. Selman, President, Chief
                                       Executive Officer

                                   By: /s/ Gail Babitt
                                       -----------------------------------------
                                       Gail Babitt, Chief Financial Officer


         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
    Signature                         Title                                Date
    ---------                         -----                                ----
<S>                            <C>                                     <C>
Randy S. Selman                Director, President,                    January 13, 2003
                               Chief Executive Officer

Gail Babitt                    Chief Financial Officer and             January 13, 2003
                               Principal Accounting Officer

Alan Saperstein                Director and Executive                  January 13, 2003
                               Vice President

Benjamin Swirsky               Director                                January 13, 2003

Brian K. Service               Director                                January 13, 2003

Eric Jacobs                    Director and Secretary                  January 13, 2003

Robert J. Wussler              Director                                January 13, 2003
</TABLE>


                                       31
<PAGE>



                                  CERTIFICATION

         I, Randy S. Selman,  certify that:

         1.    I have reviewed this annual report on Form 10-KSB of Visual
Data Corporation;

         2.    Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances made, not misleading
with respect to the period covered by this annual report;

         3.    Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;

         4.    The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

               a.   designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

               b.   evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

               c.   presented in this annual report our conclusions about
the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.

         5.    The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):

               a.   all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

               b.   any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls.

         6.    The registrant's other certifying officers and I have indicated
in this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

         January 13, 2003


                                       32
<PAGE>


                                      By: /s/ Randy S. Selman
                                          ---------------------
                                          Randy S. Selman, President and Chief
                                          Executive Officer



                                       33
<PAGE>


                                  CERTIFICATION

         I, Gail Babitt, certify that:

         1.    I have reviewed this annual report on Form 10-KSB of Visual Data
Corporation;

         2.    Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances made, not misleading
with respect to the period covered by this annual report;

         3.    Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;

         4.    The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

               a.   designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

               b.   evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

               c.   presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date.

         5.    The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):

               a.   all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

               b.   any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls.

         6.    The registrant's other certifying officers and I have indicated
in this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

         January 13, 2003


                                       34
<PAGE>


                                        By: /s/ Gail Babitt
                                            ---------------------
                                            Gail Babitt, Chief Financial Officer



                                       35



<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Shareholders of Visual Data Corporation:

We have audited the accompanying consolidated balance sheet of Visual Data
Corporation and subsidiaries as of September 30, 2002, and the related
consolidated statements of operations, stockholders' equity and cash flows for
the year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of Visual Data
Corporation and subsidiaries as of September 30, 2001, were audited by other
auditors whose report dated January 11, 2002, expressed an unqualified opinion
on those statements.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the 2002 financial statements referred to above present fairly,
in all material respects, the financial position of Visual Data Corporation and
subsidiaries as of September 30, 2002, and the results of their operations and
their cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As more fully described in
Note 1 to the financial statements, the Company has incurred significant
recurring losses from operations since inception and has a working capital
deficit of $2,002,996. This condition raises substantial doubt about its ability
to continue as a going concern. The Company's continued existence is dependent
upon its ability to raise additional capital and to successfully market and sell
its services and or products. Management's plans regarding these matters are
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


GOLDSTEIN LEWIN & CO.



Boca Raton, Florida
January 10, 2003




                                      F-1
<PAGE>


                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                           SEPTEMBER 30, 2002 AND 2001




<TABLE>
<CAPTION>
                                                                                   2002                2001
                                                                             -------------     --------------
                                     ASSETS
CURRENT ASSETS:
<S>                                                                           <C>              <C>
   Cash and cash equivalents                                                 $      60,603     $       52,161
   Restricted cash                                                                       -            182,189
   Accounts receivable, net of allowance for
     Doubtful accounts of $394,837 and $218,240, respectively                    1,343,729          1,226,586
   Prepaid expenses                                                                467,051            423,417
   Inventories, net of allowance for
     obsolescence of $0 and $242,000, respectively                                 348,733            538,087
   Other                                                                            18,407             59,450
                                                                             -------------     --------------
                  Total current assets                                           2,238,523          2,481,890

PROPERTY AND EQUIPMENT, net                                                      1,993,214          3,651,631
INTANGIBLE ASSETS, net                                                           4,682,408          2,799,929
OTHER NON-CURRENT ASSETS                                                           246,201            117,341
NET ASSETS OF DISCONTINUED OPERATIONS                                                    -          3,808,442
                                                                             -------------     --------------
                  Total assets                                               $   9,160,346     $   12,859,233
                                                                             =============     ==============
</TABLE>




                                   (Continued)



                                      F-2
<PAGE>


                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                          SEPTEMBER 30, 2002 AND 2001

                                   (Continued)
<TABLE>
<CAPTION>
                                                                                         2002              2001
                                                                                     -------------    --------------
                      LIABILITIES AND STOCKHOLDERS' EQUITY

<S>                                                                                  <C>               <C>
CURRENT LIABILITIES:
   Accounts payable and accrued expenses                                             $   2,670,111     $   1,676,483
   Deferred revenue                                                                        108,010           232,045
   Current portion of obligations under capital leases                                     334,351            16,643
   Current portion of mortgage note payable                                                      -           850,923
   Notes payable                                                                         1,129,047           325,000
                                                                                     -------------     -------------
                  Total current liabilities                                              4,241,519         3,101,094

OBLIGATIONS UNDER CAPITAL LEASES, net of current portion                                    92,056            27,928
CONVERTIBLE DEBENTURES                                                                   1,461,587         2,343,402

COMMITMENTS AND CONTINGENCIES (Notes 1, 4, 6, 10, 12)

STOCKHOLDERS' EQUITY:
  Preferred stock, par value $.0001 per share, authorized 5,000,000
  shares, 11,832 and 0 issued and outstanding, respectively                                      1                 -
  Common stock, par value $.0001 per share; authorized 75,000,000 shares,
  31,762, 164 and 15,165,389 issued and outstanding, respectively                            3,176             1,516
  Additional paid-in capital                                                            54,517,509        47,108,622
  Accumulated deficit                                                                  (51,155,502)      (39,723,329)
                                                                                     -------------     -------------
                  Total stockholders' equity                                             3,365,184         7,386,809
                                                                                     -------------     ------------
                  Total liabilities and stockholders' equity                         $   9,160,346     $  12,859,233
                                                                                     =============     =============
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-3
<PAGE>



                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED SEPTEMBER 30, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                                            2002             2001
                                                                                       -------------    -------------
REVENUE:
<S>                                                                                    <C>               <C>
    Webcasting and related equipment sales                                             $   4,083,538     $   2,057,042
    Network equipment sales and rentals                                                    1,039,876         1,280,810
    Network usage and services                                                             2,467,796         2,583,929
    Travel production and distribution                                                       604,038           645,724
    Other                                                                                     18,413           340,538
                                                                                       -------------     -------------
                  Total revenue                                                            8,213,661         6,908,043
                                                                                       -------------     -------------

OPERATING EXPENSES:
    Webcasting and related equipment costs                                                 1,461,255           815,391
    Network equipment sales and rentals                                                      570,007           825,327
    Network usage                                                                          1,426,233         1,417,371
    Travel production and distribution                                                       102,571           118,166
    Other                                                                                        783            85,147

    General and administrative:
        Compensation                                                                       4,983,267         4,872,714
        Professional fees                                                                  1,367,065         2,061,488
        Other                                                                              1,550,624         2,035,194
    Sales and marketing                                                                      189,427           547,294
    Depreciation and amortization                                                          2,132,605         1,461,735
                                                                                       -------------     -------------
                  Total operating expenses                                                13,783,837        14,239,827
                                                                                       -------------     -------------
Loss from operations                                                                      (5,570,176)       (7,331,784)
                                                                                       -------------     -------------


OTHER INCOME (EXPENSE):
    Interest income                                                                            3,485            79,571
    Interest expense                                                                      (1,027,532)         (927,613)
    Reserve for intangible impairment                                                       (728,485)                -
    Loss on debentures                                                                    (3,573,103)                -
    Other income                                                                             226,614           467,419
                                                                                       -------------     -------------
                  Total other expense, net                                                (5,099,021)         (380,623)
                                                                                       -------------     -------------

Loss from continuing operations                                                          (10,669,197)       (7,712,407)
                                                                                       -------------     -------------

DISCONTINUED OPERATIONS:
    Loss from golf leisure and syndication group                                            (588,760)       (2,635,227)
    Loss from financial solutions group                                                     (174,216)       (1,205,111)
                                                                                       -------------     -------------
Loss from discontinued operations                                                           (762,976)       (3,840,338)
                                                                                       -------------     -------------

Net loss                                                                               $ (11,432,173)    $ (11,552,745)
                                                                                       =============      ============

Loss per share - basic and diluted:
    Continuing operations                                                              $       (0.44)    $       (0.68)
    Discontinued operations                                                                    (0.03)            (0.34)
                                                                                       -------------     -------------
Net loss per share                                                                     $       (0.47)    $       (1.02)
                                                                                       =============     =============
Weighted average shares of common stock outstanding - basic and diluted                   24,509,151        11,339,995
                                                                                       =============     =============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.




                                      F-4
<PAGE>



                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                 FOR THE YEARS ENDED SEPTEMBER 30, 2002 AND 2001



<TABLE>
<CAPTION>

                                         Preferred Stock           Common Stock        Additional
                                       ---------------------   ---------------------    Paid-in       Accumulated
                                        Shares      Amount       Shares       Amount    Capital         Deficit         Total
                                       ---------   ---------   ----------    -------- ------------  --------------- -------------
<S>                                     <C>           <C>       <C>          <C>      <C>           <C>              <C>
Balance, September 30, 2000                   -       $    -    8,453,358    $   845  $ 35,547,326  $ (28,170,584)   $  7,377,587
Proceeds from private offering of
TFN subsidiary                                -            -            -          -       905,430              -         905,430
Conversion of warrants from debt
to equity                                     -            -            -          -       486,135              -         486,135
Issuance of shares, warrants and
options for services and incentives           -            -      216,011         21     1,378,646              -       1,378,667
Issuance of shares upon
acquisition of GSUS subsidiary                -            -    1,737,038        174     2,388,254              -       2,388,428
Issuance of shares upon
acquisition of EDNET subsidiary               -            -    1,200,721        120     2,152,823              -       2,152,943
Conversion of debentures and interest         -            -      803,740         80       806,232              -         806,312
Proceeds from sale of stock, net              -            -    2,248,755        225     2,804,969              -       2,805,194
Issuance of shares for assets                 -            -      498,016         50       628,716              -         628,766
Exercise of options                           -            -        7,750          1        10,091              -          10,092
Net loss                                      -            -            -          -             -    (11,552,745)    (11,552,745)
                                         ------       ------   ----------    -------  ------------  -------------    ------------
Balance, September 30, 2001                   -            -   15,165,389      1,516    47,108,622    (39,723,329)      7,386,809

Conversion of TFN stock for VDAT
stock                                         -            -    1,568,000        157          (157)             -               -
Conversion of debentures and
interest                                      -            -    1,586,698        159       858,011              -         858,170
Issuance of shares, warrants and
options for services and incentives       4,332            -    1,253,639        125       876,381              -         876,506
Issuance of shares upon
acquisition of MOD subsidiary                 -            -    3,400,000        340     2,137,920              -       2,138,260
Issuance of shares and warrants
for loan payments and interest                -            -    1,313,333        131       929,293              -         929,424
Issuance of shares for
satisfaction of obligations                   -            -    1,156,963        117       505,671              -         505,788
Proceeds from sale of stock, net          7,500            1    5,226,755        522     1,349,677              -       1,350,200
Issuance of shares for assets and
investment                                    -            -      500,000         50       421,950              -         422,000
Exercise of options and warrants              -            -      585,219         59       330,141              -         330,200
Net loss                                      -            -            -          -             -    (11,432,173)    (11,432,173)
                                         ------       ------   ----------    -------  ------------  -------------    ------------
Balance, September 30, 2002              11,832       $    1   31,762,164    $ 3,176  $ 54,517,509  $ (51,155,502)   $  3,365,184
                                         ======       ======   ==========    =======  ============  =============    ============

</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-5
<PAGE>



                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED SEPTEMBER 30, 2002 AND 2001



<TABLE>
<CAPTION>
                                                                                             2002             2001
                                                                                         -------------    -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                      <C>              <C>
    Net loss                                                                             $ (11,432,173)   $ (11,552,745)
    Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation and amortization                                                         2,132,605        1,461,735
       Gain on sale of building                                                               (173,936)               -
       Loss on retirement of fixed assets                                                       21,727                -
       Write off capitalized software                                                           28,186                -
       Provision for (reduction in) allowance for doubtful accounts                            176,597          (50,193)
       Reduction in allowance for inventory obsolescence                                      (242,000)        (296,000)
       Reserve for investment in Curaspan                                                      107,575                -
       Premium on redemption of debentures                                                     176,850                -
       Loss from discontinued operations                                                       762,976        3,840,338
       Reserve for impairment of intangibles                                                   728,485                -
       Interest expense on notes payable                                                       354,899                -
       Interest expense on convertible debentures                                              144,505          775,849
       Amortization of discount on notes payable                                                78,052                -
       Amortization of debt issue costs                                                         92,541         (202,496)
       Amortization of deferred services and incentives                                        730,902        1,044,700
       Changes in assets and liabilities:
         Decrease in accounts receivable                                                        25,405          487,042
         Decrease in prepaid expenses                                                          278,706          537,296
         Decrease (increase) in other current assets                                            41,043          (59,450)
         Decrease in inventories                                                               431,354          266,197
         Decrease in net assets of discontinued operations                                   3,573,103                -
         Increase in accounts payable and accrued expenses                                    (114,363)        (254,890)
         Increase in deferred revenue                                                         (189,257)        (267,189)
                                                                                         -------------    -------------
              Net cash used in operating activities                                         (2,266,218)      (4,269,806)
                                                                                         -------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisitions of property and equipment                                                     (223,682)        (608,308)
   Proceeds from sale of the building, net                                                   1,589,941                -
   Proceeds from sale of fixed assets                                                           23,471                -
   Decrease in restricted cash                                                                 182,189          134,357
   Acquisition of MOD subsidiary, net of cash                                                   90,271                -
   Acquisition of GSUS subsidiary, net of cash                                                       -            7,632
   Acquisition of minority interest of EDNET subsidiary                                              -         (140,050)
   Decrease in other non-current assets                                                         10,548           17,667
                                                                                         -------------    -------------
              Net cash provided by (used in) investing activities                            1,672,738         (588,702)
                                                                                         -------------    -------------


</TABLE>



                                      F-6
<PAGE>


                                   (Continued)

                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED SEPTEMBER 30, 2002 AND 2001

                                   (Continued)

<TABLE>
<CAPTION>
                                                                                               2002              2001
                                                                                           ------------     ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
<S>                                                                                        <C>              <C>
   Payments on mortgage note payable                                                       $   (850,923)    $    (42,149)
   Repayment of note payable                                                                 (2,127,700)               -
   Advances from note payable                                                                 3,000,000                -
   Payments on capital leases                                                                  (227,218)         (17,696)
   Proceeds from exercise of warrants and options                                               330,200           10,092
   Issuance of common stock, net of costs                                                       999,229        2,805,194
   Proceeds from sale of convertible debentures                                                       -        3,060,000
   Redemption of debentures                                                                    (345,000)               -
   Proceeds from issuance of preferred shares                                                   350,971                -
   Proceeds from sale of preferred stock of subsidiary                                                -          905,430
                                                                                           ------------     ------------
              Net cash provided by financing activities                                       1,129,559        6,720,871
                                                                                           ------------     ------------

CASH USED IN DISCONTINUED OPERATIONS:
   Operating activities                                                                        (527,637)      (5,170,722)
   Investing activities                                                                               -          (97,264)
                                                                                           ------------     ------------
              Net cash used in discontinued operations                                         (527,637)      (5,267,986)
                                                                                           ------------     ------------
NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                                                                               8,442       (3,405,623)

CASH AND CASH EQUIVALENTS, beginning of year                                                     52,161        3,457,784
                                                                                           ------------     ------------
CASH AND CASH EQUIVALENTS, end of year                                                     $     60,603     $     52,161
                                                                                           ============     ============
SUPPLEMENTAL DISCLOSURES OF CASH
   FLOW INFORMATION:
     Cash payments for interest                                                            $    147,930     $     89,081
                                                                                           ============     ============
SUPPLEMENTAL SCHEDULE OF NON-CASH
   INVESTING AND FINANCING ACTIVITIES:
     Issuances of common shares for property and equipment                                 $    222,000     $    628,766
     Issuances of Note for property and equipment                                                     -          200,000
     Issuance of common stock for acquisition of GSUS                                                 -        2,388,428
     Issuance of common stock for acquisition of minority interest of EDNET                           -        2,152,943
     Conversion of debentures                                                                         -          806,312
     Issuance of shares, warrants and options for deferred
       services and incentives                                                                  876,506        1,351,157
     Issuance of common stock for repayment of debt                                              66,500                -
     Issuance of warrants for note payable                                                      257,805                -
     Investment in Onstream Media                                                               200,000                -
     Issuance of stock for prepaid interest                                                     605,119                -
     Issuance of stock for payment of accounts payable                                          505,788                -
     Issuance of common stock for MOD acquisition                                             2,138,260                -
     Premium on redemption of debentures                                                        176,850                -
</TABLE>



                                      F-7
<PAGE>

The accompanying notes are an integral part of these consolidated financial
statements.



                                      F-8
<PAGE>



                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002



NOTE 1:  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES



Nature of Business

Visual Data Corporation (The "Company" or "VDAT"), organized in 1993, is a full
service broadband media company that specializes in webcasting, networking
solutions for the entertainment industry and marketing solutions for the travel
industry. VDAT is comprised of three operating groups including: Visual Data
Webcasting Group, Visual Data Networking Solutions Group (EDNET) and Visual Data
Travel Group (includes HotelView, ResortView, etc.)

The Visual Data Webcasting Group provides an array of corporate-oriented
web-based media services to the corporate market including live audio and video
Webcasting, packaged corporate announcements, and information distribution for
any business entity, and can provide point-to-point audio and video transport
worldwide. The Webcasting Group generates revenues through production and
distribution fees. On February 7, 2002, MediaOnDemand.com, Inc. ("MOD") was
merged with and into VDAT/MOD Acquisition Corp., a Florida corporation and a
wholly owned subsidiary of Visual Data Corporation.

Visual Data's Networking Solutions Group, which is comprised of our EDNET
subsidiary, provides connectivity within the entertainment and advertising
industries through its private network, which encompasses production and
post-production companies, advertisers, producers, directors, and talent. The
network enables high-speed exchange of high quality audio, compressed video and
multimedia data communications, utilizing long distance carriers, regional phone
companies, satellite operators, and major Internet Service Providers. The
Networking Solutions Group also provides systems integration and engineering
services, application-specific technical advice, audio equipment, proprietary
and off-the-shelf codecs, teleconferencing equipment, and other innovative
products to facilitate the Company's broadcast and production applications.

The Networking Solutions Group manages a global network of over 500 North
American affiliates, and nearly 200 international associates, in cities
throughout the United States, Canada, Mexico, Europe, and the Pacific Rim. The
Network Solutions Group generates revenues from the sales, rental and
installation of equipment, network usage, distribution fees and other related
fees.

The Visual Data Travel Group produces Internet-based multi-media streaming
videos such as hotel, resort, golf facility, travel destination and time-share
productions designed to keep a high level of viewer interest. These concise,
broadband-enabled "vignettes" generally have running times from 2-4 minutes. In
addition to the high-end vignettes, the Company offers a commercial on the web
("COW"), which consists of a 2 minute narrated photo presentation of corporate
properties. The Company warehouses all of its travel content on its own on-line
travel portal - Travelago.com ("Travelago").

The Visual Data Travel Group generates revenues from production and distribution
fees. The Company owns or co-owns virtually all the content created, which
provides content for syndication.




                                      F-9
<PAGE>


                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002




NOTE 1:  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

During the fiscal years ended September 30, 2002 and 2001, the Company had two
additional operating groups, the Visual Data Financial Solutions Group and the
Visual Data Golf, Leisure and Syndication Group. The Financial Solutions Group
was established in November 1999 to address the information needs of the
financial sector. The Golf, Leisure and Syndication Group was formed in December
2000 with the acquisition of the Golf Society of the U.S., which is a membership
business that markets to the golfing community. Its members were provided with
the opportunity to acquire equipment, greens fees, trips and various other
benefits at a discounted price. In December 2001 the Company decided to
discontinue the operations of the Financial Solutions Group and the Golf,
Leisure and Syndication Group as a result of their adverse impact on the
Company's financial condition and in keeping with our overall strategic plan.

Liquidity and Going Concern

The consolidated financial statements have been presented on the basis that the
Company is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company has
incurred losses since its inception, and has an accumulated deficit of
$51,155,502 as of September 30, 2002. The Company's operations have been
financed primarily through the issuance of equity. The Company's liquidity has
substantially diminished because of such continuing operating losses and a
working capital deficit of approximately $2 million and the Company may be
required to seek additional capital to continue operations. For the year ended
September 30, 2002, we had an operating loss from continuing operations of
approximately $10.6 million and cash used in operations of approximately $2.3
million. The Company's forecast for fiscal year 2003 anticipates a reduction in
cash used for operations. At September 30, 2002, we had approximately $61,000 of
cash and cash equivalents. Subsequent to September 30, 2002 we have raised an
additional $240,000 of capital through the issuance of additional shares of
Class A-7 convertible preferred stock. See Note 13.

The Company is currently seeking to raise up to $2.0 million of additional funds
through the private placement of equity or a combination of debt and equity.
Although the Company believes that there are a number of parties interested in
participating in such placement, there is no guarantee that the Company will be
successful in raising all or a portion of such funds.

We are constantly evaluating our cash needs and existing burn rate. In addition,
we have a plan whereby certain non-essential personnel and administrative costs
will continue to be reduced so that we may continue to meet operating and
financing obligations as they come due. Based upon an ongoing evaluation of our
cash needs, we may seek to raise additional capital through the sale of equity
and debt securities to provide funding for ongoing future operations. No
assurances can be given that we will be successful in obtaining additional
capital, or that such capital will be available on terms acceptable to us. Our
ability to grow revenues, achieve cost savings or raise sufficient additional
capital will be necessary to service our existing indebtedness. In addition, our
ability to refinance existing indebtedness is subject to future economic
conditions, market conditions, business conditions and other factors. We cannot
assure you that we will be able to raise additional working capital to fund
these anticipated deficits. Further, there can be no assurance that even if such
additional capital is obtained or the planned cost reductions are implemented,
that we will achieve profitability or positive cash flow. The Company's
continued existence is dependent upon its ability to raise capital and to market
and sell our services successfully. The financial statements do not include any
adjustments to reflect future effects on the recoverability and classification
of assets or amounts and classification of liabilities that may result from the
outcome of this uncertainty.



                                      F-10
<PAGE>

                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002



NOTE 1:  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Basis of Consolidation

The accompanying consolidated financial statements include the accounts of
Visual Data Corporation and its subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation.

Discontinued Operations

Losses form discontinued operations amounted to approximately $763,000 for the
year ended September 30, 2002 as compared to losses of approximately $3,840,000
for the same period in 2001. As a result of our decision in December 2001 to
sell our interest in the Golf, Leisure and Syndication Group, approximately
$589,000 and $2,635,000 of operating losses are classified as discontinued
operations for the years ended September 30, 2002 and 2001, respectively. In
December 2001, we also decided to cease operations in the Financial Solutions
Group and have classified approximately $174,000 and approximately $1,205,000 as
discontinued operations for the years ended September 30, 2002 and 2001,
respectively.

The Golf, Leisure and Syndication Group had represented approximately 19% of our
revenues during fiscal 2001 and accounted for approximately 23% of our net loss.
Revenues from the Financial Solutions Group had been minimal since its inception
in 1999. Our decision to discontinue the operations of these groups is in
keeping with our business strategy of focusing on strategic operations that
compliment our core business. We intend to retain the golf library and integrate
this content into our Travel Group, thereby adding additional rich media content
that can be used for syndication to third parties. On January 10, 2002, the
Company executed a Stock Purchase Agreement for the sale of the Golf Society of
the U.S. for a $6.5 million 6% Convertible Debenture (the "Debenture"). The
Debenture is convertible into common stock of Golf Society International, Inc.
("GSI"), an unaffiliated third party. The Debenture is for five years and limits
the beneficial ownership of the Company to 19.9%, with the exception of a
simultaneous conversion and private or public sale of the investment. During
fiscal year 2002, we fully reserved (net of the unrealized gain on the sale) the
amount of the debenture received from GSI as GSI has ceased operations.

On April 30, 2002, an action was instituted by the Company in the Circuit Court
for the Fifteenth Judicial Circuit for Palm Beach County, Florida, entitled
Visual Data Corporation v. Golf Society International, Inc. and Howard Stern.
The Complaint seeks damages in excess of $6.5 million for breach of contract,
fraud in the inducement, negligent misrepresentation and fraudulent
misrepresentation against Golf Society International, Inc. and Howard Stern. In
October 2002, the Court entered a Default Final Judgment against Golf Society
International, Inc. and Howard Stern for approximately $7.5 million. We
presently intend to pursue collection of this amount, although, we have fully
reserved the amount as a result of the financial condition of GSI and our belief
that collection of this default will be unlikely.

Accounting Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States, requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Estimates are used when accounting for allowances for doubtful accounts,
revenue reserves, inventory reserves, depreciation and amortization, taxes,
contingencies and impairment allowances. Such estimates are reviewed on an
on-going basis and actual results could differ from those estimates.



                                      F-11
<PAGE>

                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002



NOTE 1:  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and cash equivalents

Cash and cash equivalents consists of all highly liquid investments with
original maturities of three months or less.

Restricted Cash

Restricted cash consisted of amounts provided by one of the Company's customers
and was held in an escrow account. The restricted cash related to a minimum
revenue commitment by such customer and was to be released from the escrow
account as the services are provided by the Company or by the passage of time.
The Company received the full amount of the remaining restricted cash during the
first quarter of fiscal 2002.

Bad Debt Reserves

The Company evaluates the collectibility of its accounts receivable based on a
combination of factors. In cases where the Company is aware of circumstances
that may impair a specific customer's ability to meet its financial obligations
to the Company, the Company records a specific allowance against amounts due to
us, and thereby reduce the net recognized receivable to the amount the Company
reasonably believes will be collected. For all other customers, the Company
recognizes allowances for doubtful accounts based on the length of time the
receivables are past due, the current business environment and historical
experience. At September 30, 2002 and 2001, bad debt reserves were approximately
$395,000 and $218,000, respectively.

Inventories

Inventories, comprised primarily of purchased products for resale, are valued at
the lower of cost or market with cost being determined on the first-in,
first-out basis. Provision has been made for excess or obsolete inventories
based on the amounts by which original cost is estimated to be in excess of
market.

Shipping Costs

The Company's shipping and handling costs are included under network equipment
sales and rentals' costs in the accompanying consolidated statements of
operations for all periods presented.

Property and Equipment

Property and equipment are recorded at cost. Property and equipment under
capital leases is stated at the lower of the present value of the minimum lease
payments at the beginning of the lease term or the fair value at the inception
of the lease. Depreciation is computed using the straight-line method over the
estimated useful lives of the related assets. Amortization expense on assets
acquired under capital leases is included with depreciation expense. The costs
of leasehold improvements are amortized over the lesser of the lease term or the
life of the improvement.

Software

Included in property and equipment is computer software developed for internal
use. Such amounts have been accounted for in accordance with Statement of
Position 98-1 "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use." Such costs are amortized on a straight-line basis
over three years.




                                      F-12
<PAGE>

                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002



NOTE 1:  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Long-lived Assets (Other than Goodwill)

     General

     The Company reviews its long-lived assets (other than goodwill) for
     impairment whenever events or changes in circumstances indicate that the
     carrying amount of an asset may not be recoverable. The Company assesses
     the recoverability of the long-lived assets (other than goodwill) by
     comparing the estimated undiscounted cashflows associated with the related
     asset or group of assets against their respective carrying amounts. The
     amount of an impairment, if any, is calculated based on the excess of the
     carrying amount over the fair value of those assets.

     Intangible Assets Other than Goodwill

     At September 30, 2002, the Company had Intangible Assets Other than
     Goodwill (Other Intangible Assets) with a carrying value of approximately
     $3.1 million, net of accumulated amortization of $460,000. This was
     comprised of the customer list that resulted from the Company's acquisition
     of 100% of Mediaondemand.com (see Note 10).

Goodwill

On July 1, 2001, the Company adopted SFAS 141, Business Combinations, which
eliminates the pooling of interests method of accounting for all business
combinations initiated after July 1, 2001 and addresses the initial recognition
and measurement of goodwill and other intangible assets acquired in a business
combination. Under SFAS 142, Goodwill and Other Intangible Assets, which the
Company adopted effective October 1, 2001, goodwill is no longer amortized but
is to be reviewed annually (or more frequently if impairment indicators arise)
for impairment.


Reclassifications

Certain prior year amounts have been reclassified to conform to the current year
presentation.






                                      F-13
<PAGE>

                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002




NOTE 1:  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition

The Visual Data Webcasting Group recognizes revenue from live and on-demand
webcasts at the time an event is accessible for streaming over the Internet.
Revenue is recognized for the sale of equipment when the equipment is shipped.
For custom service projects, revenue is recognized when service is performed.

The Visual Data Networking Solutions Group generates revenues from the sale of
equipment, installation of equipment, performance of bridging services and usage
of bandwidth. Revenue is recognized for the sale of equipment when the equipment
is installed or upon signing of a contract after a free trial period. Revenue is
recognized from equipment installation and bridging when the service is
performed. Installation and training costs are expensed as incurred. Network
usage revenue is recognized based on the customers' monthly usage levels. The
Visual Data Networking Solutions Group leases some equipment to customers under
terms that are accounted for as operating leases. Rental revenue from leases is
recognized ratably over the life of the lease and the related equipment is
depreciated over its estimated useful life. All leases of the related equipment
contain fixed terms.

The Visual Data Travel Group recognizes a portion of their contract revenue at
the time of completion of video production services with the remaining revenue
recognized over the term of the contract. Per hit charges are recognized when
users watch a video on the Internet. Fixed monthly fees are recognized on a
monthly basis consistent with the terms of the contract. Commissions on bookings
are recognized when the stays are completed.

Deferred Revenue

Deferred revenue primarily represents cash received from customers in the Visual
Data Travel Group for production services that are in process. As projects are
completed the revenue is recognized as production revenue.

Advertising

Advertising costs are charged to operations as incurred. Advertising expenses
from continuing operations were $143,000 and $201,000 for the years ended
September 30, 2002 and 2001, respectively.

Comprehensive Income or Loss

The Company has no components of other comprehensive income or loss;
accordingly, net loss equals comprehensive loss for all periods presented.

Income Taxes

In accordance with Financial Accounting Standards Board Statement on Financial
Accounting Standards ("SFAS") Statement No. 109 deferred tax assets or
liabilities are computed based upon the difference between the financial
statement and income tax basis of assets and liabilities using the enacted tax
rate applicable when the related asset or liability is expected to be realized
or settled. Deferred income tax expense or benefit is based on the changes in
the asset or liability from period to period. If available evidence suggests
that it is more likely than not that some portion or all of the deferred tax
assets will not be realized, a valuation allowance is required to reduce the
deferred tax assets to the amount that is more likely than not to be realized.
Because of the uncertainty regarding the realizability of the Company's net
operating loss carryforwards, the Company has provided a 100% valuation
allowance on its net deferred tax assets at September 30, 2002 and 2001. Future
changes in such valuation allowance would be included in the provision for
deferred income taxes in the period of change.




                                      F-14
<PAGE>

                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


NOTE 1:  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings Per Share

For the years ended September 30, 2002 and 2001, net loss per share is based on
the weighted average number of shares of common stock outstanding. Since the
effect of common stock equivalents was anti-dilutive, all such equivalents were
excluded from the calculation of net loss per share. The total outstanding
options and warrants, which have been excluded from the calculation of loss per
share, were 15,774,482 and 15,549,279 at September 30, 2002 and 2001,
respectively. In addition, the Company has 11,832 shares of Class A-7
Convertible Preferred Stock and approximately $1,462,000 in convertible
debentures at September 30, 2002, which can potentially convert into 473,280 and
5,164,618 shares of our common stock, respectively. The potential dilutive
effects of the Class A-7 Convertible Preferred Stock and convertible debentures
have been excluded from the calculation of net loss per share.

Employee 401(k) Plan

The Company has a 401(k) plan known as the Visual Data Corporation 401(k)
Retirement Plan and Trust (the "Plan"). The Plan is available to all regular
employees and provides employees with tax deferred salary deductions and
alternative investment options (directed solely by the employees). Employees may
contribute up to 20% of their salary, subject to certain limitations. The
Company matches employees' contributions to the Plan at 25%, to a maximum of 8%
of eligible compensation, and an annual maximum of $11,000. The Company expensed
approximately $36,000 and $44,000 in the fiscal years ended September 30, 2002,
and 2001, respectively, for our contributions to the Plan. The Company's
contributions to the Plan vest at 25% per year after the first year.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, restricted cash, accounts
receivable, accounts payable, accrued expenses, mortgage notes payable and notes
payable approximate fair value due to the short maturity of the instruments.

Concentration of Credit Risk

The Company at times has cash in banks in excess of FDIC insurance limits and
places its temporary cash investments with high credit quality financial
institutions. The Company performs ongoing credit evaluations of its customers'
financial condition and does not require collateral from them. Reserves for
credit losses are maintained at levels considered adequate by management.
Revenue from PR Newswire represented approximately 19% and 26% of our
consolidated revenue for the years ended September 30, 2002 and 2001,
respectively.

Effects of Recent Accounting Pronouncements

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, which replaces SFAS No. 121. The accounting model
for long-lived assets to be disposed of by sale applies to all long-lived
assets, including discontinued operations, and replaces the provisions of APB
Opinion No. 30, Reporting Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions, for the disposal of segments of a business.
SFAS No. 144 requires that those long-lived assets be measured at the lower of
the carrying amount or fair value less cost to sell, whether reported in
continuing operations or in discontinued operations. Therefore, discontinued
operations will no longer be measured at net realizable value or include amounts
for operating losses that have not yet occurred. SFAS No. 144 also broadens the
reporting of discontinued operations to include all components of an entity with
operations that can be distinguished from the rest of the entity and that will
be eliminated from the ongoing operations of the entity in a disposal
transaction. The provisions of SFAS No. 144 are effective for financial
statements issued for fiscal years beginning after December 15, 2001 and,
generally are to be applied prospectively. The adoption of this statement had no
impact on the Company's financial position or results of operations.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities. SFAS No. 146 requires that a liability be recorded
for the exit or disposal of an activity when the liability is incurred and not
at the plan commitment date as defined under Emerging Issues Task Force 94-3.
The provisions of SFAS No. 146 are effective for exit and disposal activities
that are initiated after December 31, 2002. The Company has not yet evaluated
the impact that adoption SFAS No. 146 will have on its financial statements.




                                      F-15
<PAGE>

                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002



NOTE 2: GOODWILL AND OTHER ACQUISITION-RELATED INTANGIBLE ASSETS

As of July 1, 2001, we adopted SFAS 142, Goodwill and Other Intangible Assets,
which addresses the financial accounting and reporting standards for goodwill
and other intangible assets subsequent to their acquisition. This standard
requires that goodwill no longer be amortized, and instead, be tested for
impairment on a periodic basis. We completed both our transitional and our
annual goodwill impairment tests as of March 31, 2002 and September 30, 2002,
respectively and found at September 30, 2002 impairment of approximately
$728,000. At September 30, 2002, we had goodwill with a carrying value of
approximately $2,071,000, after impairment, associated with the acquisition of
EDNET. In addition, we also have intangible assets --  customer list of
$2,611,000 associated with the acquisition of MOD (see note 10). According to
our analysis of the customer list for the period ended September 30, 2002 there
was no impairment.

A reconciliation of previously reported net income and earnings per share to the
amounts adjusted for the exclusion of goodwill and amortization is as follows
(in thousands):


<TABLE>
<CAPTION>
                                                 Year Ended September 30,
                                                   2002             2001
                                                ---------       ----------
<S>                                             <C>             <C>
Reported net loss                               $ (11,432)      $  (11,553)
Add: Goodwill amortization                             --               73
                                                ---------       ----------

Adjusted net income (loss)                      $ (11,432)      $  (11,480)
                                                =========       ==========

Basic and fully diluted loss per share:
Reported loss per share                         $   (0.47)      $    (1.02)
Add: Goodwill amortization                             --               --
                                                ---------       ----------
Adjusted loss per share                         $   (0.47)      $    (1.02)
                                                =========       ==========
</TABLE>

Changes in the carrying amount of goodwill for the years ended September 30,
2002 and 2001, by reportable segment, are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                   Networking
                                                                    Solutions
                                                                   ----------
<S>                                                                 <C>
Balance as of October 1, 2000                                       $    580
  Goodwill acquired during the period                                  2,293
  Goodwill amortized during the period                                   (73)

Balance as of September 30, 2001                                    $  2,800
  Reserve for impairment                                                (728)
                                                                   ----------
Balance as of September 30, 2002                                    $  2,072
                                                                   ==========
</TABLE>



                                      F-16
<PAGE>

                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


NOTE 2: GOODWILL AND OTHER ACQUISITION-RELATED INTANGIBLE ASSETS (Continued)

Information regarding the Company's intangible assets is as follows (in
thousands):



<TABLE>
<CAPTION>
                              September 30, 2002                             September 30, 2001
                           ------------------------------------   ---------------------------------------
                            Gross                                     Gross
                           Carrying    Accumulated                   Carrying       Accumulated
                            Amount     Amortization       Net         Amount       Amortization      Net
                           -------     ------------    --------    ------------    ------------     -----
<S>                        <C>           <C>          <C>         <C>                <C>           <C>
Goodwill EDNET             $ 2,072*      $    --       $  2,072    $   2,873          $    (73)   $ 2,800
Customer lists MOD           3,072          (461)         2,611           --                --         --
                           -------       --------      --------    ------------        -------     ------
                           $ 5,144       $  (461)      $  4,683    $   2,873          $    (73)   $ 2,800
</TABLE>

* net of impairment of $728,000.

Amortization expense of intangible assets customer lists was $461,000 for the
year ended September 30, 2002.

Estimated amortization expense for the fiscal years ending September 30, is as
follows (in thousands):



<TABLE>
<CAPTION>
<S>   <C>
2003   $  615
2004      615
2005      615
2006      615
2007      151
      -------
      $ 2,611
      =======
</TABLE>





NOTE 3: INVESTMENTS

The Company has investments in Curaspan, Inc. for approximately $108,000 and
OnStream Media Corporation for approximately $200,000. These investments were
accounted for under the cost method of accounting since we own a minority
interest in each of these businesses. The carrying value of these investments is
periodically evaluated by the Company to determine if any impairment has
occurred. There may be an impairment as a result of these evaluations in the
future. The investment in Curaspan, Inc. was fully reserved at September 30,
2002 as a result of their losses from operations during the last two fiscal
years in addition to an existing burn rate which requires additional capital to
sustain the operation. These investments are included in the caption entitled
other non-current assets in the accompanying consolidated balance sheets.


                                      F-17
<PAGE>

                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


NOTE 4:  PROPERTY AND EQUIPMENT

Property and equipment, including equipment acquired under capital leases,
consists of:

<TABLE>
<CAPTION>
                                                           September 30,
                                                  ---------------------------        Useful Lives
                                                      2002              2001            (Years)
                                                  -----------     -----------        ------------
<S>                                               <C>             <C>                      <C>
Building                                          $        --     $ 1,632,154              39
Furniture and fixtures                                403,732         337,301               7
Equipment and Software                              6,396,853       4,297,710            3-10
Video library content                               1,368,112       1,203,362             2-3
Capitalized internal use software                     113,794         145,503               3
Leasehold improvements                                187,068          51,306               5
                                                  -----------     -----------
                                                    8,469,559       7,667,336
Less:  Accumulated depreciation
         and amortization                          (6,476,345)     (4,015,705)
                                                  -----------     -----------
                                                  $ 1,993,214     $ 3,651,631
                                                  ===========     ===========
</TABLE>

Depreciation and amortization of property and equipment included in the
statements of operations amounted to approximately $1,672,000 and $1,388,000 for
the years ended September 30, 2002 and 2001, respectively.



NOTE 5:  NOTES PAYABLE AND CONVERTIBLE DEBENTURES

Convertible Debentures

On December 8, 2000 we sold an aggregate of $2,040,000 principal amount of 6%
convertible debentures to Halifax Fund, LP and Palladin Opportunity Fund, LLC,
two unaffiliated third parties. Halifax Fund, LP and Palladin Opportunity Fund,
LLC are affiliates as a result of common control of the entities. Each of
Halifax Fund, LP and Palladin Opportunity Fund, LLC purchased the convertible
debentures in the ordinary course of business, and at the time of purchase
neither Halifax Fund, LP or Palladin Opportunity Fund, LLC had any agreement or
understanding, directly or indirectly, with any person to distribute either the
convertible debentures or the shares of our common stock into which they are
convertible.

In January 2001, the debenture holders converted $800,000 principal amount of
the debentures and $6,312 of accrued interest into an aggregate of 803,740
shares of our common stock based upon the then current conversion price of
$1.003 per share pursuant to the terms of the debentures. On October 5, 2001,
the debenture holders exercised their warrants for an aggregate of 500,000
shares of our common stock. The exercise price of these warrants was adjusted
from $4.00 per share to $.65 per share by us at the time of exercise.

On May 23, 2001, the Company sold an additional 998,702 shares of common stock
for $1.50 per share. As a result of the anti-dilution provisions of the warrants
issued in conjunction with these debentures, the number of shares issuable upon
the exercise of the five year warrants has been increased to 272,289 shares and
the exercise price has been reduced to $1.955 per share.

For a period of five days beginning on May 24, 2001, we had the right to sell to
the purchasers an additional $1,020,000 principal amount of convertible
debentures, with identical terms to those described above. On May 24, 2001, we
exercised the put right for an additional $1,020,000 principal amount of 6%
convertible debentures.



                                      F-18
<PAGE>

                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


NOTE 5:  NOTES PAYABLE AND CONVERTIBLE DEBENTURES  (Continued)

Convertible Debenture (continued)

The floor price reset to $.288 per share on December 8, 2001, and as a result of
common stock issued by the Company below the $.288 per share, the floor price
was reset to $.283, the lowest selling price of common stock by the Company. The
floor of the convertible debenture is re-set when the Company sells stock for
less then the existing floor, while the convertible debenture is still
outstanding.

On December 11, 2001, the debenture holders converted $381,000 of principal and
$23,048 of accrued interest into 701,472 shares of our common stock at a
conversion price of $.576 per share pursuant to the terms of the debentures.

On March 11, 2002, we redeemed $300,000 of the outstanding principal of the
convertible debentures at 115% of par (for a total of $345,000), and the
debenture holders each converted $200,000 of the outstanding principal and
$54,119 of accrued interest (on the conversion and redemption) into and
aggregate of 885,226 shares of common stock at $.513 per share, in accordance
with the conversion calculation from the 6% Convertible Debentures. We modified
the terms of the 6% convertible debentures to redeem the remaining $1,179,000 of
outstanding principal at 115% of par value in six equal quarterly installments
beginning on July 1, 2002.

We granted the purchasers certain rights of first refusal as they relate to
private equity or equity related transactions, and have agreed to certain other
limitations regarding the issuance of securities at prices less than the
conversion prices described above.

In August 2002 the debenture holders asserted a default in the modification
agreement related to the debentures. We believe that if a default has occurred,
the debenture holders only remedy is to convert the debentures into shares of
our common stock as described above. The default notification also provided
notice that the number of registrable securities (as defined in the registration
rights agreement) exceeded 85% of the number of shares covered by the Company's
existing registration statements, and the Company had 15 days to comply. The
Company filed a Form S-3 to comply with this requirement.

In the event that the market price of the Company's common shares shall be less
than $1.50 per share for 20 consecutive trading days, at the Company's option
all or a portion of the 6% Convertible Debentures are redeemable in an amount
equal to 115% of the Outstanding Principal Amount (as that term is defined in
the 6% Convertible Debenture) plus all accrued but unpaid interest and all Delay
Payments (as that term is defined in the 6% Convertible Debenture), subject to
certain conditions. The Company's redemption right shall, if exercised, be
irrevocable, may be exercised no more than twice and may not be exercised again
until three months after the first redemption closing date. In addition, the
holders of the 6% Convertible Debentures have the right to convert the
debentures at any time until the Redemption Closing Date. At September 30, 2002
and 2001, the outstanding principal and interest on the 6% Convertible Debenture
was $1,461,587 and 2,343,402, respectively. The balance at September 30, 2002
includes the redemption premium of approximately $177,000.



                                      F-19
<PAGE>

                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


NOTE 5:  NOTES PAYABLE AND CONVERTIBLE DEBENTURES  (Continued)

Notes Payable

Notes payable consist of the following as of September 30:

<TABLE>
<CAPTION>
                                                                                     2002              2001
                                                                                 -------------      ---------
<S>                                                                              <C>                <C>
Note payable to shareholder (A)                                                  $   1,050,000      $      --
Note payable to a director of the Company, with original principal of
   $250,000 at 12% interest issued in May 1999.  The principal balance and
   accrued interest is due on December 31, 2003.                                       125,000        125,000
Note payable with original principal of $78,000 at 20% interest issued in
   July 2001.  The principal balance and accrued interest was paid in full
   in October 2002.                                                                     33,800             --
Note payable with original principal of $100,000 at 25% interest issued in
   June 2001.  The interest is payable monthly.                                        100,000             --
Note payable to a broker for the acquisition of assets, with original
   principal of $200,000 at 6% interest was issued in September 2001.  The
   principal balance and accrued interest is due on November 20, 2001.
   Subsequent to September 30, 2001 this Note was repaid.                                   --        200,000
                                                                                 -------------      ---------
                                                                                     1,308,800        325,000
Discount on shareholder note                                                          (179,753)            --
                                                                                 -------------      ---------
                                                                                 $   1,129,047      $ 325,000
                                                                                 =============      =========
</TABLE>

Interest expense to related parties was approximately $17,500 and $15,000 for
the years ended September 30, 2002 and 2001, respectively.

(A) On December 4, 2001 we entered into a private debt financing transaction
with a shareholder pursuant to the terms and conditions of a Loan Agreement, a
Secured Promissory Note in the principal amount of $3 million and a Security
Agreement. Under the terms of the debt financing transaction, the lender
advanced us $1.5 million at closing. The note bears interest at approximately
12%, which was prepaid in January 2002 with the issuance of 500,000 shares of
common stock. This payment of interest utilizing common stock results in an
effective interest rate of 36%. In February 2002 we took the final advance on
the note and agreed to prepay the interest on the note with 500,000 additional
shares of common stock. This value of the stock issued was approximately
$585,000. In June 2002, we issued 55,000 shares of stock valued at $34,500 to
the lender as a principal payment. The balance on the note at September 30, 2002
is $1,050,000.

Beginning April 2002 we were required to make principal payments on the note of
$125,000 per month, until such time as we repaid $1 million of the note, and
thereafter our monthly payments shall be fixed at $100,000. At such time as we
receive equity or strategic financing in excess of $1.5 million (other than
certain excluded transactions), 30% of the net proceeds of such funds will be
used by us to reduce the principal owed under the note. If we receive $5 million
in an equity or strategic financing transaction (other than certain excluded
transactions), then the entire remaining principal amount of the note is to be
repaid by us. As of January 10, 2003, the Company was delinquent. The Company
is currently in discussions with the note holder to modify the terms of the
agreement.

We granted the lender a security interest in substantially all of our tangible
and intangible assets, and issued him a warrant to purchase 1 million shares of
our common stock at an exercise price of $1.00 per share. We agreed to file a
registration statement with the SEC to register the resale of the shares
issuable upon the exercise of this warrant, as well as the shares issued as
interest under the note, within six months from the date of the transaction and
we granted the lender certain piggy-back registration rights. The shares
underlying the warrants have not been registered as of yet.



                                      F-20
<PAGE>
                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


NOTE 5:  NOTES PAYABLE AND CONVERTIBLE DEBENTURES  (Continued)

Notes Payable (Continued)

In conjunction with the transaction, all members of our management have each
agreed to limit their annual compensation under certain circumstances while the
loan is outstanding. In addition, the Chief Executive Officer and Executive Vice
President each agreed to cancel 750,000 options held by them to purchase shares
of our common stock.

Mortgage Note Payable

<TABLE>
<CAPTION>
                                                                                      2001
                                                                                   ---------
<S>                                                                                 <C>
Note payable to a financial institution, interest payable at 8.75% on a 15
   year amortization, unpaid principal balance and any accrued interest due
   September 30, 2002, secured by a mortgage on the Company's facility
   in Pompano Beach,
Florida.                                                                            $ 850,923
         Less:  current portion                                                      (850,923)
                                                                                    ---------
         Long term portion                                                          $      --
                                                                                    =========
</TABLE>

The company sold the building and repaid the mortgage in September 2002.

NOTE 6:  COMMITMENTS AND CONTINGENCIES

Lease Commitments

In September 2002, the Company completed the sale and lease back of its
principal executive offices in Pompano Beach, Florida. The sale price was
$1,700,000 and the Company received net proceeds of approximately $721,000 after
payment of current obligations due from the mortgage. In connection with the
agreement the Company entered into a five-year lease ending in September 2007.
The lease provides for one five-year renewal option. The monthly base rental is
approximately $11,000 plus the Company's share of operating expenses with annual
three percent (3%) increases.

In January 1999, the Company entered into an operating lease for office space
for the Visual Data Networking Solutions Group. This operating lease is
effective for two years with yearly renewal options thereafter, not to exceed
five years. The monthly base rental is approximately $13,000. In addition, the
Company leased control equipment under various non-cancelable capital leases
that expired in 2001. The company leased additional control equipment during
fiscal 2001 under capital leases for 36 months expiring in 2004.

In December 2002, the Company entered into an operating lease for office space
in New York. The New York office is part of the Webcasting Group. The operating
lease is for one year. The monthly base rental is approximately $5,000.

The Company leases certain computer and office equipment. Interest rates range
from 11% to 27% on these leases. The Company paid $304,118 for the year ended
September 30, 2002 and is currently in default on its capital lease obligations.
Included in the current portion of capital leases is $94,776 of payments that
are past due. Most of these leases are personally guaranteed by the Company's
Divisional President of MOD.


                                      F-21
<PAGE>

                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


NOTE 6:  COMMITMENTS AND CONTINGENCIES (Continued)

Lease Commitments (Continued)

Future minimum lease payments required under the non-cancelable leases are as
follows:

<TABLE>
<CAPTION>
                                                        Operating      Capital
Year Ending September 30:                                Leases         Leases
                                                       ----------     ---------
<S>                                                    <C>           <C>
2003                                                   $  322,364     $ 389,435
2004                                                      150,548        80,429
2005                                                      139,614        17,429
2006                                                      143,803         4,357
2007                                                      148,117            --
                                                       ----------     ---------

        Total minimum lease payments                   $  904,446       491,650
                                                       ==========
Less amount representing interest                                        65,243
                                                                      ---------
Present value of net minimum lease payments                             426,407
Less current portion                                                    334,351
                                                                      ---------
        Long-term portion                                             $  92,056
                                                                      =========
</TABLE>


Total rental expense for all operating leases for the years ended September 30,
2002 and 2001 amounted to approximately $258,000 and approximately $169,000,
respectively.

Employment Contracts

In January 1998, the Company's President and Executive Vice President entered
into amended employment agreements with the Company. The three-year contracts
provided for the granting of 375,000 stock options to the President and the
Executive Vice President at an exercise price of $2.125, representing the fair
value at the date of grant, to vest at the rate of 125,000 options on each
anniversary of the effective date of the amended contract. These contracts were
amended in September 1999 to extend the term for two-years and grant an
additional 250,000 stock options with an exercise price of $8.875, representing
the fair value at the date of grant, to each executive to vest at the rate of
125,000 options on each anniversary of the effective date of the contract. In
August 2001, the Company's President and Executive Vice President entered into
amended employment agreements with the Company. The contracts have extended
their employment through August 2005 and provided for the granting of 500,000
additional stock options to the President and the Executive Vice President at an
exercise price of $1.50, representing the fair value at the date of grant, to
vest at the rate of 50,000 options per year for the first two years and 200,000
options per year for the next two years on each anniversary date of the
effective date of the agreements provided for under the amendment to the amended
and restated employment agreements. The amended contracts increase the annual
salary to $250,000, each. The contracts further provide for an annual bonus in
cash or stock equal to 2% of the Company's increase in earnings as defined
therein, as long as the Company has a positive Net Income.

In October 2001, the Company's Chief Operating Officer and Chief Financial
Officer entered into employment agreements with the Company. The two-year
contracts provided for the granting of 100,000 stock options to the Chief
Operating Officer and Chief Financial Officer at an exercise price of $.75,
representing the fair value at the date of grant, to vest at the rate of 50,000
on each anniversary of the effective date of the contract. The annual salary
under each of the agreements is $175,000 for the Chief Operating Officer and
$155,000 for the Chief Financial Officer, which amount will be increased by 10%
each year.



                                      F-22
<PAGE>

                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


NOTE 6:  COMMITMENTS AND CONTINGENCIES (Continued)

Employment Contracts (Continued)

In conjunction with the Loan Agreement, related to the note payable to
shareholder, discussed in Note 5, all members of our management have each agreed
to limit their annual salary to $140,000 under certain circumstances while the
loan is outstanding. The management team has waived the difference between the
contracted salaries per the employment contracts and the limitation. In
addition, Randy S. Selman and Alan Saperstein each cancelled 750,000 options
held by them to purchase shares of our common stock.

Annual Volume Commitment


EDNET entered into an agreement with a telecommunications company for network
usage discounts. The agreement has a two-year term commencing March 31, 2000 and
was extended for two additional years expiring in March 2004. The contract
currently has a volume commitment of approximately $480,000 per year.

NOTE 7:  CAPITAL STOCK

Common Stock

In January 2001, the Company sold 800,000 shares of common stock for
approximately $1,000,000 in a private offering.

In May 2001, the Company sold 730,638 shares of common stock for approximately
$1,500,000 in a private offering. The agreement has a protection feature to
prevent the investor from being exposed to a decline in the market value of the
stock prior to the shares being registered. As a result of the stock price
decline before registration, the investor received an additional 268,064 shares
of common stock. In addition to the shares, the Company issued warrants to
purchase 246,128 shares of common stock with an exercise price of $2.76 per
share. The term of the warrants is 3 years.

In July 2001, the Company issued 1,200,721 shares of common stock to the
shareholders of EDNET to acquire the remaining 49% of EDNET. The transaction
resulted in the Company recording an additional $2,293,000 in goodwill.

In August 2001, the Company sold 446,429 shares of common stock for
approximately $500,000 in a private offering. In addition to the shares, the
Company issued warrants to purchase 150,000 shares of common stock with an
exercise price of $1.75 per share. The term of the warrants is 3 years.

In October 2001, the Company issued 127,191 shares to employees in lieu of
compensation. Of these shares, 87,695 were issued to executive officers of the
Company.

In November 2001, the Company issued 32,033 shares to outside directors in lieu
of compensation.

On February 7, 2002 the Company issued 3,400,000 shares of common stock to the
shareholders of Mediaondemand.com ("MOD") to acquire 100% of MOD. The Company
also issued 98,000 shares as common stock as a fee on this transaction.




                                      F-23
<PAGE>

                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


NOTE 7:  CAPITAL STOCK  (Continued)

Common Stock (Continued)

The Company sold shares of common stock under subscription agreements to
institutional investors, as follows. In March 2002 the Company sold 900,000
shares of common stock and issued 130,400 shares as a financing fee, for net
proceeds of approximately $450,000. In April the Company sold an additional
200,000 shares for $100,000 as part of the same subscription agreements. These
agreements had a one time reset provision whereby the Company would issue more
shares of common stock to the investors if the stock was below $.50 per share on
the day the registration statement went effective. On June 7, 2002, the Company
issued an additional 733,333 shares to investors and 84,933 for financing fee to
effect for the one time reset resulting from the decline in the stock price.

In December 2001, the Company sold 300,000 shares of Class A-6 Preferred Stock
for $300,000 and paid a financing fee of $39,000. In April 2002, the 300,000
shares of Class A-6 Preferred Stock were converted into 600,000 shares of common
stock under the same terms as the March 2002 subscription agreements. On June 7,
2002, the Company issued an additional 400,000 shares of common stock to effect
for the one time reset resulting from the decline in the stock price.

The Company sold shares of common stock under subscription agreements to
institutional investors, as follows. In June 2002, the Company sold 1,778,089
shares of common stock for net proceeds of approximately $503,000. The Company
issued 400,000 shares as a financing fee.

The Company has reserved 21,412,380 shares of common stock for issuance relating
to unexpired options and warrants at September 30, 2002. Included in the
reserved shares at September 30, 2002 are the shares related to the conversion
of the 6% Convertible Debenture at the $.283 per share floor value into
approximately 5,200,000 shares and the conversion of the 11,832 shares of Class
A-7 Convertible Preferred Stock into approximately 470,000 shares.

At September 30, 2002, the Company has approximately 2 million shares of common
stock that have not been issued by the transfer agent. These shares are included
in the total issued and outstanding amount of 31,762,164 at September 30, 2002.
These unissued shares are primarily from MOD shareholders who have not completed
the necessary documentation for issuance of the shares by our transfer agent.
All of the unissued shares relate to shares to which the owners have full
rights, and, therefore, are included in outstanding shares at September 30,
2002.




                                      F-24
<PAGE>

                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


NOTE 7:  CAPITAL STOCK  (Continued)

TheFirstNews.com

In December 2000, TheFirstNews.com, Inc. ("TFN"), a subsidiary of the Company
that comprised its Financial Solutions Group, sold Units in a private offering.
Each Unit consisted of 10,000 shares of TFN common stock and 20,000 shares of
TFN 10% redeemable, convertible preferred stock. The purchase price for each
unit was $50,000. TFN received net proceeds of approximately $800,000. TFN had
the right to redeem each block of 20,000 shares of preferred stock included in
each Unit, at any time from the closing of the offering until 12 months
thereafter, after providing the holder with 10 days notice, for $50,000 per
20,000 shares of preferred stock plus accrued and unpaid interest. In the event
TFN failed to redeem the preferred stock within 12 months after the closing of
the offering, the preferred stock shall be automatically converted into common
stock at the conversion rate of one share of preferred stock for one share of
common stock. In the event TFN fails to either file a registration statement
under the Securities Act of 1933, as amended, with the Securities and Exchange
Commission for the public offering of TFN's common stock within 12 months of the
closing of the offering, or such registration statement has not been declared
effective within six months of its initial filing with the Securities and
Exchange Commission, the investors shall have the right to convert those shares
of TFN common stock received initially with the Units and those received upon
conversion of the preferred stock into shares of the Company's common stock, at
the conversion rate of one share of TFN common stock for two shares of the
Company's common stock.

In March 2001, an additional two Units, the over allotment Units, were sold from
the TFN offering. TFN received net proceeds of approximately $100,000.

In December 2001, as a result of our decision to cease operations of our
Financial Solutions Group, we have treated the net assets and results of
operations of the Visual Data Financial Solutions Group as a discontinued
operation as of and for the years ended September 30, 2002 and 2001. In December
2001 we issued an aggregate of 1,568,000 shares of our common stock upon the
conversion of the shares of preferred stock held by The FirstNews.com
shareholders pursuant to the terms of such security in a private transaction
exempt from registration under the Securities Act in reliance on Section 4(2) of
that act.

Class A-7 Preferred Stock

In September 2002, the Company sold 7,500 shares of Class A-7 Convertible
Preferred Stock for $90,000. Each share of Class A-7 Convertible Preferred Stock
converts to 40 shares of common stock (at $.30 per share). In addition, the
Company issued 4,332 shares of Class A-7 Convertible Preferred Stock to
consultants for services rendered.

The Company through approval of the board of directors has designated 50,000
shares of Class A-7 Preferred Stock for issuance. The Class A-7 Preferred Stock
is non-voting. The holders of the Class A-7 Preferred Stock have a liquidation
preference.




                                      F-25
<PAGE>

                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


NOTE 8:  INCOME TAXES


The Company has approximately $51.5 million in net operating loss carryforwards
at of September 30, 2002, which expire in 2011 through 2023. The utilization of
approximately $11.4 million of the net operating loss carryforward, acquired
from the acquisition of MOD, against future taxable income may be limited as a
result of ownership changes and other limitations. The Company also has an
approximately $3.5 million capital loss carryforward which expires in 2008.

In accordance with SFAS No. 109, the Company recognized a deferred tax asset of
approximately $19.3 million primarily resulting from the net operating loss
carryforward. A full valuation allowance has been recorded related to the
deferred tax asset as a result of management's uncertainty as to the realization
of such asset. There are no significant temporary differences. Accordingly, no
income tax benefit has been recorded in the accompanying consolidated statement
of operations as a result of the approximately $9.3 million current year
increase in the Company's valuation allowance related to the net operating
losses.

NOTE 9:  SEGMENT INFORMATION

The Company's operations are currently comprised of three operating groups;
Visual Data Webcasting Group, Visual Data Networking Solutions Group and Visual
Data Travel Group. These operating units are managed from the Company's Pompano
Beach, San Fransisco and New York facilities.

All material balances related to Company sales, primary business activities, and
location of property and equipment are within the United States.

For the years ended September 30, 2002 and 2001 the Company, through its
Webcasting Group, provided webcasting services to a single customer, which
represented 19% and 26% of total consolidated revenues, respectively. Revenues
for such customer totaled approximately $1,579,000 and $1,810,000 for the years
ended September 30, 2002 and 2001, respectively. The contract with this customer
can be terminated upon a 30-day notification. In July 2002, the significant
webcasting customer transferred the operations of its audio only portion of its
webcasting business to another third party. This significant customer continues
to engage the Company for its video only portion of the webcasting business. The
new third party, who has assumed the audio portion of the webcasting business,
is also utilizing the Company's services.




                                      F-26
<PAGE>

                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


NOTE 9:  SEGMENT INFORMATION (Continued)

Detailed below are the results of operations by segment for the years ended
September 30, 2002 and 2001.

<TABLE>
<CAPTION>
                                                        Year Ended September 30,
                                                     ------------------------------
                                                         2002               2001
                                                     ------------      ------------
<S>                                                  <C>               <C>
Revenue:
Webcasting Group                                     $  4,083,538      $  2,057,042
Networking Solutions Group                              3,507,672         3,864,739
Travel Group                                              604,038           645,724
Other                                                      18,413           340,538
                                                     ------------      ------------
Total consolidated revenue                              8,213,661         6,908,043

Segment operating income (loss)
Webcasting Group                                          599,376           533,404
Networking Solutions Group                                (68,767)       (1,276,644)
Travel Group                                             (504,324)         (699,840)
Other                                                      17,629           110,611
                                                     ------------      ------------
Total operating income (loss)                              43,914        (1,332,469)

Depreciation and amortization                           2,132,605         1,461,735
Corporate and unallocated shared expenses               3,481,485         4,537,580
Other expense, net                                      5,099,021           380,623
                                                     ------------      ------------
Loss before discontinued operations                   (10,669,197)       (7,712,407)
Loss from discontinued operations                        (762,976)       (3,840,338)
                                                   --------------      ------------

Net loss                                             $(11,432,173)     $(11,552,745)
                                                     ============      ============
Total assets:
Webcasting Group                                     $  3,942,545      $  1,808,110
Networking Solutions Group                              3,852,352         4,605,782
Travel Group                                              321,873           831,534
Other                                                   1,043,576         5,613,807
                                                     ------------      ------------
Total                                                $  9,160,346      $ 12,859,233
                                                     ============      ============
</TABLE>




                                      F-27
<PAGE>

                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


NOTE 10: ACQUISITION OF MEDIAONDEMAND.COM AND EDNET

On July 1, 2001, we adopted SFAS 141 "Business Combinations," which eliminates
the pooling of interests method of accounting for all business combinations
initiated after July 1, 2001 and addresses the initial recognition and
measurement of goodwill and other intangible assets acquired in a business
combination.

MediaonDemand.com

On February 7, 2002, MediaOnDemand.com, Inc. ("MOD") was merged with and into
VDAT/MOD Acquisition Corp., a Florida corporation and a wholly owned subsidiary
of Visual Data Corporation. VDAT controlled MOD as of January 1, 2002 and had
made advances of $157,000 to MOD as of that date. The results of MOD are
included in these financial statements as if the transaction had occurred on
January 1, 2002. All outstanding shares of MOD capital stock and options have
been converted into an aggregate of 3,400,000 shares of VDAT restricted common
stock. The value of the common stock issued was approximately $2.1 million,
based on a share value of $0.63 on February 7, 2002. The estimated fair market
value of the tangible assets and the liabilities acquired resulted in a negative
net asset base of approximately $1.0 million. Therefore, as a result of the
acquisition, approximately $3.1 million of the purchase price was allocated to
customer lists. This intangible asset is being amortized over a five-year
period. This intangible asset is being amortized on a straight-line basis over a
five-year period. Amortization expense was approximately $461,000 for the year
ended September 30, 2002. The following table sets forth the Unaudited pro-forma
consolidated results of operations for the years ended September 30, 2002 and
2001 giving effect to the acquisition of MOD, as if the acquisition had occurred
as of the beginning of the periods presented (in thousands, except per share
data):

<TABLE>
<CAPTION>
                                                        Year Ended
                                                      September 30,
                                                -------------------------
                                                   2002            2001
                                                ----------     ----------
<S>                                              <C>          <C>
      Revenues                                  $   8,966      $  11,590
      Net loss                                    (12,397)       (17,693)
      Net loss per share                        $   (0.51)     $   (1.20)
</TABLE>


Ednet

In July 2001, the Company purchased the remaining 51% of EDNET. Prior to July
2001, the Company recorded goodwill resulting from the acquisition of 51% of
EDNET. The total goodwill recorded from this acquisition was approximately
$750,000. Goodwill was being amortized on a straight-line basis over 15 years.
Goodwill amortization expense was approximately $74,000 for the year ended
September 30, 2001. Amortization expense is included in depreciation and
amortization expenses in the accompanying consolidated Statements of Operations.
Goodwill is reflected in the accompanying consolidated Balance Sheets net of
accumulated amortization of approximately $243,000, as of September 30, 2002 and
2001. As of July 2001 the company acquired the remaining 49% of EDNET, which
generated $2,293,000 in goodwill, which is accounted for under SFAS 142.

The realizability of Goodwill and the Customer List is evaluated periodically
and when events or circumstances indicate a possible inability to recover the
carrying amount. Such evaluation is based upon an undiscounted cash flow
analysis to determine whether impairment has occurred. As a result of the
analysis, the Company recorded an impairment loss of approximately $728,000 of
the EDNET goodwill.



                                      F-28
<PAGE>

                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002



NOTE 11: DISCONTINUED OPERATIONS

In December 2001, management adopted a plan to sell the Company's Golf, Leisure
and Syndication Group and cease operations of the Financial Solutions Group in
order to focus on certain core businesses. Accordingly, the operating results of
these segments have been segregated from continuing operations and reported as a
separate line item on the statement of operations. The Visual Data Golf, Leisure
and Syndication Group and Financial Solutions Group have been classified as
discontinued operations for all periods presented in the accompanying financial
statements.

A summary of the net assets of discontinued operations for the Company's Golf,
Leisure and Syndication Group is as follows for September 30, 2001:

<TABLE>
<CAPTION>
<S>                                                           <C>
                  Current assets                              $ 1,914,118
                  Non-current assets                            5,001,473
                                                              -----------
                           Total assets                         6,915,591
                                                              -----------

                  Current liabilities                           3,107,149
                  Non-current liabilities                              --
                                                              -----------
                           Total liabilities                    3,107,149
                                                              -----------
                  Net assets of discontinued operations       $ 3,808,442
                                                              ===========
</TABLE>

The net assets from discontinued operations were fully reserved at September 30,
2002.

The following table sets forth a summary of the results of operations of the
Company's Financial Solutions Group ("TFN") and the Golf, Leisure and
Syndication Group ("GSUS"):

<TABLE>
<CAPTION>
                                                                         Year Ended September 30,
                                                     --------------------------------------------------------------
                                                                   2002                           2001
                                                     -----------------------------    -----------------------------
<S>                                                   <C>              <C>          <C>              <C>
                                                           GSUS             TFN           GSUS             TFN
   Revenue                                            $   516,790      $       --   $  1,587,983     $      7,161
   Operating expenses                                  (1,113,529)       (174,216)    (4,213,379)      (1,212,272)
   Other income (expense)                                   7,124              --        (15,845)              --
   Interest income                                            855              --          6,014               --
                                                      -----------       ---------   ------------     ------------
   Net loss                                           $  (588,760)      (174,216)   $ (2,635,227)    $ (1,205,111)
                                                      ===========       =========   ============     ============
</TABLE>




                                      F-29
<PAGE>

                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


NOTE 12:  STOCK OPTIONS AND WARRANTS

On February 9, 1997, the Board of Directors and a majority of the Company's
shareholders adopted the 1996 Stock Option Plan (the "Plan"). Pursuant to an
amendment to the Plan ratified by shareholders on July 16, 1999, the Company
reserved an aggregate of 2,500,000 shares of common stock for issuance pursuant
to options granted under the Plan ("Plan Options"). On March 30, 2001, an
amendment to the Plan, ratified by the shareholders, reserved an aggregate of
5,000,000 Plan Options. On April 11, 2002, an amendment to the Plan, ratified by
the shareholders, reserved an aggregate of 11,000,000 Plan Options and added an
equity compensation component. At September 30, 2002 and 2001 the Company has
granted options to management, employees and directors under the Plan. The term
of these options are from three to eight years and the vesting periods are from
immediate to four years.

All options are granted at a price equal to or greater than the fair market
value at the date of grant. Detail of option activity for the year ended
September 30, 2002 is as follows:


<TABLE>
<CAPTION>
                                                                  2002                       2001
                                                         ----------------------     ----------------------
                                                                        Weighted                 Weighted
                                                          Number         Average       Number     Average
                                                            Of          Exercise        Of       Exercise
                                                          Shares         Price        Shares       Price
                                                         ---------      --------    ----------   --------
<S>                                                     <C>             <C>          <C>          <C>
Balance, beginning of year                              10,494,855      $  3.57      4,966,385    $  5.59
Expired during the period                               (3,260,986)        5.97       (575,456)      4.10
Exercised during the period                                (64,460)          --         (7,500)      1.30
Granted during the period                                1,755,250         0.96      6,111,426       1.96
                                                         ---------      -------     ----------    -------

Balance, end of the period                               8,924,659      $  2.20     10,494,855    $  3.57
                                                         =========      =======     ==========    =======
Exercisable at the end of the period                     5,992,525      $  2.62      5,672,585    $  4.20
                                                         =========      =======     ==========    =======
</TABLE>




                                      F-30
<PAGE>

                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002



NOTE 12:  STOCK OPTIONS AND WARRANTS (Continued)


The following table summarizes information about the Company's outstanding and
exercisable stock options at September 30, 2002:

<TABLE>
<CAPTION>
                                                Outstanding                             Exercisable
                                                  Weighted                          -------------------------
                                                  Average              Weighted                      Weighted
                                                 Remaining             Average                        Average
                                                Contractual            Exercise                      Exercise
Range of Exercise Price              Shares     Life (Years)            Price         Shares          Price
-----------------------            ---------    ------------           --------     ---------        --------
<S>                                <C>            <C>                 <C>            <C>            <C>
$.23 - $.50                          150,000        3.19                $ 0.41         50,000         $ 0.23
$.51 - $.80                          710,000        3.42                  0.75        210,000           0.75
$.81 - $1.00                       1,038,250        3.02                  1.00        224,250           1.00
$1.01 - $1.50                      1,109,000        4.58                  1.49        296,000           1.48
$1.51 - $2.00                      2,272,750        2.63                  1.87      1,757,450           1.92
$2.01 - $2.50                      2,943,909        1.16                  2.19      2,809,909           2.19
$2.51 - $17.19                       700,750        1.57                  8.05        644,916           8.29
                                   ---------        ----                ------      ---------         ------
                                   8,924,659        2.42                $ 2.20      5,992,525         $ 2.62
                                   =========        ====                ======      =========         ======
</TABLE>



The Company adopted SFAS 123 in the fiscal year ended 1997. VDC has elected to
continue using Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees," in accounting for employee stock options.

The following table summarizes the pro forma consolidated results of operations
of The Company as though the fair value based accounting method in SFAS 123 had
been used in accounting for stock options.

<TABLE>
<CAPTION>
                                                                                  2002                  2001
                                                                            --------------        --------------
<S>                                                                         <C>                   <C>
Pro forma results of operations:
   Net loss                                                                 $  (13,016,875)       $  (14,079,152)
   Net loss per share                                                       $         (.53)       $        (1.24)
</TABLE>

The fair value of each option granted is estimated on the date of grant using
the Black-Scholes model with the following assumptions: expected volatility of
50.0%, risk-free interest rate of 6.25%, expected dividends of $0 and expected
term of 4 years.

The Company has granted options to management, employees, directors and
consultants that are outside of the Plan. For the year ended September 30, 2002,
the Company granted 1,422,000 options to consultants at a weighted average fair
value of $.08 per share and an average exercise price of $.78 per share. The
term of these options are from two to four years and the vesting periods are
immediate. At September 30, 2002 the Company had 3,162,991 granted options to
consultants outstanding. These options have been accounted for under SFAS No.
123, "Accounting for Stock-Based Compensation," ("SFAS 123"). The Company has
recognized approximately $731,000 and $1,022,000 in expense for consultant
options during the years ended September 30, 2002 and 2001, respectively.



                                      F-31
<PAGE>

                    VISUAL DATA CORPORATION AND SUBSIDIARIES

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


NOTE 12:  STOCK OPTIONS AND WARRANTS (CONTINUED)

At September 30, 2002, there were vested warrants to purchase an aggregate of
3,261,832 shares of common stock outstanding, inclusive of the Debenture
Warrants and warrant issued to lender discussed in Note 5. At September 30,
2002, there were 3,686,832 warrants outstanding. The warrants contain exercise
prices ranging from $.30 to $16.50 expiring from July 2003 to April 2007. During
the year ended September 30, 2002 the Company granted 2,532,000 warrants,
including 1 million warrants granted as part of the financing with a lender in
December 2001, with a weighted fair value at the date of grant of $.17 per share
and an average exercise price of $1.06 per share.


NOTE 13:  SUBSEQUENT EVENTS

In October and November 2002, the Company sold 20,000 shares of Class A-7
Convertible Preferred Stock ("Shares of Preferred") for $240,000 and paid a
financing fee of $31,200, issued 5,000 Shares of Preferred for services rendered
and to be rendered and issued 15,000 Shares of Preferred in a conversion from
common stock. Each share of Class A-7 Convertible Preferred Stock converts to 40
shares of common stock (at $.30 per share).

In November 2002, the Company received a $200,000 loan from a shareholder. The
principal plus interest of $6,666 are due on March 25, 2003. In addition, the
Company issued 75, 000 shares of common stock to the lender.




                                      F-32