<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC  20549
                                    UNITED STATES
                                           
                                     Form 10-QSB
                                           
/X/      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1997

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

Commission File Number:  0-20995

For the transition period from _________________ to ______________________

                               VISUAL EDGE SYSTEMS INC.

       Delaware                                     13-3778895
(State or other jurisdiction of             (IRS Employer Identification No.)
  incorporation or organization)                           

          2424 North Federal Highway, Suite 100, Boca Raton, Florida  33431
                       (Address of principal executive offices)
                                           
                                    (561) 750-7559
                 (Registrant's telephone number, including area code)
                                           
                                         N/A
                                           
(Former name, former address and former fiscal year, if changed since last 
                                     report)
                                           
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                             Yes   X       No
                                 ---          ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

    As of November 12, 1997, the registrant had 4,853,190 shares of common
stock and 2,037,026 redeemable warrants outstanding.

<PAGE>
                               VISUAL EDGE SYSTEMS INC.
                                           
                                  TABLE OF CONTENTS
                                           

         
PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements:

         Balance Sheets
         September 30, 1997 and December 31, 1996...................     3

         Statements of Operations
         Three Months Ended September 30, 1997 and 1996 and Nine          
         Months Ended September 30, 1997 and 1996...................     4

         Statements of Cash Flows
         Nine Months Ended September 30, 1997 and 1996..............     5

         Notes to Financial Statements..............................  6-10

Item 2.  Management's Discussion and Analysis of Financial Condition 
         and Results of  Operation.................................. 11-15

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings..........................................    16

Item 2.  Changes in Securities...................................... 16-17

Item 3.  Defaults Upon Senior Securities............................    17

Item 4.  Submission to Matters to a Vote of Security Holders........    17

Item 5.  Other Information..........................................    17

Item 6.  Exhibits and Reports on Form 8-K........................... 18-20

         Signatures.................................................    21

                                       2




<PAGE>
                                  VISUAL EDGE SYSTEMS INC. 
                                       BALANCE SHEETS 
                                       (Unaudited)
<TABLE>
<CAPTION>
                                             SEPTEMBER 30, 1997    DECEMBER 31, 1996
                                             -----------------     -----------------
<S>                                            <C>                <C>
Assets
Current Assets:
Cash.....................................       $  305,555            $     233,117
Short Term Investments...................        3,739,673                1,869,052
Accounts Receivable......................           55,083                       --
Inventory................................           79,850                   36,747
Prepaid Expense--Royalties...............          350,000                  300,000
Other Current Assets.....................          191,882                   80,756
                                             -----------------     -----------------
    Total Current Assets.................        4,722,043                2,519,672
                                             -----------------     -----------------

Property, Plant & Equipment:
Mobile Production Units..................        2,318,925                  951,653
Training and Processing..................          112,882                  112,301
Product Development Equipment............          487,676                  407,184
Office Furniture & Equipment.............          382,399                  144,808
Show and Exhibit.........................          146,657                  144,787
Accumulated Depreciation.................         (766,125)                (135,908)
                                             -----------------     -----------------
    Total Fixed Assets, Net..............        2,682,414                1,624,826
                                             -----------------     -----------------

Deferred Assets:
Video Production.........................          447,406                  447,406
Organizational...........................           29,428                   29,428
Marketing Development....................          226,962                  226,962
Deferred Financing Fees..................          490,000                       --
Accumulated Amortization.................         (433,947)                (87,324)
                                             -----------------     -----------------
    Total Deferred Assets, Net...........          759,849                  616,470
                                             -----------------     -----------------

Other Assets.............................           23,331                   23,202
                                             -----------------     -----------------

Total Assets.............................       $8,187,636            $   4,784,170
                                            =================      =================
Liabilities & Stockholders' Equity
  (Deficit)
Current Liabilities
Bank Advances............................       $      --             $     500,000
Accounts Payable.........................          499,249                  333,114
Accrued Expenses.........................          267,471                  284,900
Other Current Liabilities................           33,508                    1,500
Current Installments of Equipment                           
Loans....................................          305,279                       --
                                            -----------------      -----------------
    Total Current Liabilities............        1,105,508                1,119,514
                                             -----------------     -----------------

Long-Term Liabilities
Equipment Loans, less current               
  installments...........................        1,006,998                       --
Convertible Debt (see Notes 2b & 6)......        6,772,565                       --
                                            -----------------      -----------------
Total Long-Term Liabilities..............        7,779,563                       --
                                            -----------------      -----------------
     Total Liabilites....................        8,885,070                1,119,514
                                            =================      =================
Stockholders' Equity (Deficit)
Preferred Stock..........................          --                            --
Common Stock.............................          48,532                    46,150
Additional Paid In Capital...............       9,438,140                 6,481,159
Accumulated Deficit......................     (10,184,106)               (2,862,653)
                                            -----------------      -----------------
    Total Stockholders' Equity (Deficit) 
     (see Note 6)........................        (697,434)                3,664,656
                                            -----------------      -----------------
    Total Liabilities & Stockholders' 
     Equity (Deficit)....................      $8,187,636              $  4,784,170
                                            =================      =================
</TABLE>
                                       3
<PAGE>

                                       
                           VISUAL EDGE SYSTEMS INC.
                           STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                      Three Months Ended                 Nine Months Ended      
                                                                         September 30                       September 30
                                                                -------------------------------     ----------------------------
                                                                     1997              1996              1997           1996    
                                                                --------------    --------------    --------------  -----------
<S>                                                             <C>               <C>               <C>             <C>        
Revenue...............................................          $   518,365       $       --        $ 1,115,116     $        --
Cost of Sales.........................................              465,456               --            918,316              --
                                                                --------------    --------------    -------------   ------------

Gross Profit..........................................               52,909               --            196,800              --
                                                                --------------    --------------    -------------   ------------
General and administrative expenses...................            1,685,966          500,113          3,607,014         654,483
Selling and marketing.................................              772,420               --          1,669,091              --
Non-cash stock compensation expense...................                   --          600,000                --          600,000
Non-cash stock severance expense......................                   --               --            150,125              --
Non-cash marketing expense............................                   --               --             53,132              --
                                                                --------------    --------------    ------------    ------------
                                                                  2,458,386        1,100,113          5,479,362       1,254,483
                                                                --------------    --------------    ------------    ------------
Operating Loss........................................           (2,405,477)      (1,100,113)        (5,282,562)     (1,254,483)
                                                                --------------    --------------    ------------    ------------
Other (Income)/Expense:
  Interest income.....................................              (11,744)          (7,010)           (47,378)        (25,580)
  Interest expense....................................              204,573           12,482            313,838          50,854
  Amortization on original issue discount on
    financing fees....................................              273,879               --          1,022,431              --
                                                                --------------    --------------    ------------    ------------
                                                                    466,708            5,472          1,288,891          25,274
                                                                --------------    --------------    ------------    ------------

Loss Before Income Taxes & Extraordinary Item.........           (2,872,185)      (1,094,641)        (6,571,453)      (1,279,757)

  Extraordinary expense -- financing fees.............                   --                --           750,000               --
                                                                --------------    --------------    ------------    ------------

Net Loss..............................................          $(2,872,185)      $(1,094,641)      $(7,321,453)     $(1,279,757)
                                                                --------------    --------------    ------------    ------------
                                                                --------------    --------------    ------------    ------------
Loss Per Share:
  Before extraordinary expense........................          $     (0.59)      $     (0.24)      $    (1.38)     $     (0.28)
  Extraordinary expense...............................                   --                --            (0.16)              --
                                                                --------------    --------------    ------------    ------------
Net Loss Per Share....................................          $     (0.59)      $     (0.24)      $    (1.54)     $     (0.28)
                                                                --------------    --------------    ------------   -------------
                                                                --------------    --------------    ------------   -------------
Weighted Average Shares Outstanding...................            4,848,227         4,615,000        4,755,400        4,615,000
                                                                --------------    --------------    ------------   -------------
                                                                --------------    --------------    ------------   -------------
</TABLE>

                                               4      

<PAGE>
                               VISUAL EDGE SYSTEMS INC. 
                              STATEMENTS OF CASH FLOWS 
                                     (Unaudited)
 
<TABLE>
<CAPTION>
                                                                           NINE MONTHS ENDED   NINE MONTHS ENDED
                                                                             SEPTEMBER 30,       SEPTEMBER 30,
                                                                                  1997                1996
                                                                           ------------------  ------------------
<S>                                                                        <C>                 <C>
Operating Activities:                                                                                           
  Net Loss...............................................................    $   (7,321,453)     $   (1,279,757)
Adjustments to reconcile net loss to net cash used in operating                                                 
  activities:                                                                                                   
  Non-cash stock compensation expense....................................          --                   600,000 
  Non-cash marketing expense.............................................            53,132            --        
  Non-cash severance pay expense.........................................           150,125            --        
  Loan financing expenses-extraordinary loss.............................           750,000            --        
  Loan financing expenses-amortization...................................         1,022,431            --        
  Depreciation and amortization..........................................           989,521             156,287  
  Changes in assets and liabilities:
    Increase in accounts receivable......................................           (55,083)           --        
    Increase in other current assets.....................................           (44,407)            (26,100) 
    Increase in deferred organizational costs............................          --                   (73,999) 
    Increase in prepaid expense--royalties...............................           (50,000)           (300,000) 
    Increase in other assets.............................................              (129)            (28,338) 
    Decrease in accounts payable.........................................           166,135             128,888  
    Increase in accrued expenses.........................................           (17,429)           --        
    Increase in other current liabilities................................            32,008            --        
                                                                           ------------------  ------------------
    Net Cash Used in Operating Activities................................        (4,325,149)           (823,019)
                                                                           ------------------  ------------------
Investing Activities:                                                                                           
  Capital expenditures...................................................        (1,689,634)           (158,668)
  Increase in intagible assets...........................................          --                  (527,594)
                                                                           ------------------  ------------------
    Net Cash Used in Investing Activities................................        (1,689,634)           (686,262)
                                                                           ------------------  ------------------
Financing Activities:                                                                                           
  Increase in bank advances..............................................          (500,000)           --       
  Proceeds from issuance of common stock.................................           128,000           5,509,974 
  Procceds from the sale of short term investments.......................         6,154,908            --       
  Deferred Financing Costs...............................................          (490,000)           --       
  Repurchase common stock................................................          (128,945)           --       
  Purchases of short term investments....................................        (3,500,000)           --       
  Repayment of borrowings................................................        (3,131,340)         (2,015,000)
  Proceeds from borrowings...............................................         7,554,598           1,615,000 
                                                                           ------------------  ------------------
    Net Cash Provided by Financing Activities............................         6,087,221           5,109,974  
                                                                           ------------------  ------------------
                                                                           ------------------  ------------------
    Net Increase in Cash.................................................            72,438           3,600,693  
    Cash at Beginning of Period..........................................           233,117                 558  
                                                                           ------------------  ------------------
    Cash at End of Period................................................    $      305,555      $    3,601,251
                                                                           ------------------  ------------------
                                                                           ------------------  ------------------
Supplemental information:
  Cash paid for interest.................................................    $      129,932      $       50,854
                                                                           ------------------  ------------------
                                                                           ------------------  ------------------
</TABLE>
 
                                       5



<PAGE>

                               VISUAL EDGE SYSTEMS INC.
                            Notes to Financial Statements
                                      Unaudited

(1) Basis of Presentation

    The accompanying unaudited financial statements have been prepared in
    accordance with generally accepted accounting principles for interim
    financial information.  Accordingly, they do not include all of the
    information and footnotes required by generally accepted accounting
    principles for complete financial statements.  As such, they should be
    read in conjunction with the Company's audited financial statements. 
    In the opinion of management, all adjustments (consisting of normal
    recurring accruals) considered necessary for a fair presentation have
    been included.  The results of operations for the interim periods are
    not necessarily indicative of the results that might be expected for
    the future interim periods or for the full year ending December 31,
    1997.
    
    See note 2(a).

(2)    Financings

    (a)  March Financing
    
    In March 1997, the Company consummated a bridge financing (the "Bridge
    Financing") pursuant to which it issued to 13 investors (including
    Status-One Investments Inc., a company controlled by Earl T. Takefman, the
    Chief Executive Officer of the Company), as a financing fee an  aggregate
    of (i) 100,000 shares of common stock and (ii) 100,000 warrants to purchase
    100,000 shares of common stock at a price of $10.00 per share, subject to
    adjustment in certain circumstances. As consideration for such securities,
    the investors in the Bridge Financing pledged an aggregate of $3,500,000 in
    cash and other marketable securities as cash collateral (the "Cash
    Collateral") to Republic Bank of New York (Canada) Ltd. ("Republic"), and
    Bank Hapoalim (Switzerland) Ltd. ("Bank Hapoalim"), which in turn issued
    stand-by letters of credit (the "Letters of Credit") to the Company in the
    aggregate amount of up to $3,500,000. The Company used the Letters of
    Credit to secure a $3,500,000 line of credit (the "Line of Credit") from
    Barnett Bank.  In June 1997, the Company used a portion of the proceeds
    from the issuance and sale of certain equity securities, outlined hereafter
    in note (2b), to repay the remaining outstanding balance due and owing on
    the Line of Credit and returned the Letters of Credit to Republic and Bank
    Hapoalim, which in turn returned all of the Cash Collateral to the Bridge
    Investors.
    
    In connection with the Bridge Financing, the Company recorded $1,250,000 in
    deferred financing fees which were to be amortized over the life of the
    financing at a rate of $125,000 a month.  In October 1997, management
    determined that $750,000 of unamortized deferred financing costs at June
    30, 1997 related to the Bridge Financing should be expensed since amounts
    borrowed under such financing were repaid.  If the Company had expensed the
    remaining balance at June 30, 1997, deferred financing fees and total
    Stockholders' Equity would have decreased by $750,000, and both
    extraordinary expense-financing fees and the net loss would have increased
    by $750,000 

                                           6

<PAGE>

    (net loss per share of $.79 would have increased to a net loss
    per share of $.95, with the additional $.16 representing an extraordinary
    item).


    (b)  June Financing
    
    On June 13, 1997, the Company arranged a three-year $7,500,000 debt and
    convertible equity facility with a group of investment funds advised by an
    affiliate of Hunt Sports Group, a sports and entertainment management
    company controlled by the Lamar Hunt family of Dallas, Texas.  The Company
    issued and sold to Infinity Investors Limited, Infinity Emerging
    Opportunities Limited, Sandera Partners, L.P. and Lion Capital Partners, L.
    P. (collectively, the "Funds") the following securities pursuant to the
    Bridge Securities Purchase Agreement, dated as of June 13, 1997 (the
    "Bridge Agreement"), between the Company and the Funds: (i) 8.25% unsecured
    convertible bridge notes (the "Bridge Notes") in the aggregate principal
    amount of $7,500,000 with a maturity date of three years from the date of
    issuance (subject to the mandatory automatic exchange for the Company's
    preferred stock, par value $.01 per share (the "Preferred Stock"), as
    discussed below), which Bridge Notes are convertible into shares of common
    stock at any time and from time to time commencing January 1, 1998 at the
    option of the holder thereof subject to certain limitations on conversion
    set forth in the Bridge Agreement; (ii) 93,677 shares of common stock (the
    "Grant Shares"); and (iii) five-year warrants (the "Bridge Warrants") to
    purchase 100,000 shares of common stock at an exercise price equal to
    $10.675.  On June 13, 1997 (the "Closing Date"), 30% of the Bridge Warrants
    were assigned, with the Company's consent, to Alpine Capital Partners, Inc. 
    The Bridge Warrants are redeemable commencing October 1, 1998 at a
    redemption price equal to $.10 per share, subject to adjustment based on a
    20-day minimum closing bid price of the Company's common stock.  The net
    proceeds to the Company from the sale of the Bridge Notes, Grant Shares and
    Bridge Warrants was $7,236,938.  In addition, the Company issued 14,502
    shares of common stock to Whale Securities Co., L.P., the underwriter in
    the Company's initial public offering (the "IPO"), as a fee for services
    rendered in connection with the transactions contemplated by the Bridge
    Agreement. 
    
    Pursuant to the Bridge Agreement, the Company will issue additional Grant
    Shares (the "Additional Grant Shares") to the Funds in the event that the
    closing bid price of the Company's common stock for each trading day during
    any consecutive 10 trading days from the Closing Date through December 31,
    1997 does not equal at least $10.675 per share.  In the event that any
    Additional Grant Shares are issued, the exercise price of the Bridge
    Warrants will be adjusted so that the value of the Bridge Warrants (using a
    Black-Scholes or similar model) equals the value of the Bridge Warrants as
    of the Closing Date.
    
    Interest payments on the Bridge Notes will, at the option of the Company,
    be payable in cash or in shares of common stock.  On September 30, 1997,
    the first interest payment was made in shares of the Company's common
    stock. The Company issued an aggregate of 22,462 shares for payment of
    interest due. Effective January 1, 1998, the aggregate outstanding
    principal amount of Bridge Notes exceeding $2,500,000 will be automatically
    exchanged for a number of shares of Preferred Stock with an aggregate
    liquidation preference equal to the principal amount of Bridge Notes so
    exchanged and with terms substantially identical to the Bridge Notes, which
    Preferred Stock is convertible into shares of common stock.  In addition,
    if the Company elects to redeem the warrants issued in the Company's IPO
    (the "Redeemable Warrants"), the Company must 

                                         7

<PAGE>

    redeem at least $5,000,000 principal amount of the Bridge Notes with 
    the net proceeds of such redemption.
    
    The Company may redeem the Redeemable Warrants, with the consent of Whale
    and upon notice to the holders thereof of not less than 30 days, at a price
    of $.10 per warrant, provided that the closing bid price of the common
    stock on all 30 of the trading days ending on the third day prior to the
    day on which the Company gives notice has been at least 150% (currently
    $7.50, subject to adjustment) of the then effective exercise price of the
    Redeemable Warrants. 

    In connection with the June financing, the value of the Grant Shares and
    Bridge Warrants credited to equity ($1,249,866) represents additional
    interest on the note in the form of an original issue discount (OID). The
    OID will be amortized using a method which approximates the interest method
    over the term of the Bridge Notes. The other debt issuance costs of
    $490,000 are recorded as deferred financing fees and are being amortized
    over the term of the Bridge Notes.

    (c)  Equipment Financing

    On August 20, 1997, the Company entered into an equipment financing
    agreement (the "Equipment Financing") with Vision Financial Group of
    Pittsburgh ("Vision"), whereby Vision has agreed to provide the Company
    with up to $2.5 million in financing by September 1998. Such arrangement
    provides the Company with equipment financing of $100,000 for each of its
    next 25 vans, each of which is anticipated to cost approximately $150,000. 
    The Company has drawn on $800,000 of the facility to finance eight vans
    purchased in May 1997. The outstanding balance bears interest at the rate
    of 11.62% and is payable in 36 consecutive monthly payments of $25,328
    which commenced in August 1997, followed by one balloon payment of $47,040. 
    Further, the Company has agreed to pledge as collateral a certificate of
    deposit in the amount of $25,000 per van to Vision.  Such collateral is to
    be returned to the Company within 5 days after the Company notifies Vision
    that (a) the Company has earned $1,000,000 or more on a pre-tax basis for
    fiscal 1998 or 1999, or (b) the Company's stock has traded at $20.00 per
    share for at least 5 consecutive trading days.  The Company has pledged to
    Vision a certificate of deposit in the aggregate amount of $200,000 in
    connection with the financing of the first eight vans.

    In connection with the Equipment Financing, the Company issued warrants to
    Vision (the "Vision Warrants") to purchase 75,000 shares of the Company's
    common stock at a price per share of $10.00 (subject to adjustment in
    certain circumstances) at any time prior to August 20, 2000.  The Company
    has the right to redeem the Vision Warrants as follows: in the event that
    the closing bid price of the common stock equals or exceeds $15.00 for 20
    consecutive trading days ended three days prior to the notice of
    redemption, the Company may, upon 10 days' notice to Vision, redeem up to
    50% of the Vision Warrants at a price equal to $.01 per share of common
    stock issuable upon the exercise of the Vision Warrants; and 100% of the
    Vision Warrants are redeemable by the Company if the closing bid price of
    the Company's common stock equals or exceeds $20.00 for the 20 trading days
    ended three days prior to the notice of redemption.
    
    The value of the Vision Warrants ($178,980) is included in additional paid
    in capital, with the resulting original issue discount (OID) on the loan
    being amortized using a method which approximates the interest method over
    the term of the equipment financing.
          
                                       8
<PAGE>

(3) Lease

    The Company entered into a capitalized master lease and equipment financing
    agreement with a financial institution which permits the Company to finance
    its mobile video production units of up to $840,000 through May, 2000 at an
    interest rate of approximately 10%.  At December 31, 1996, no amounts were
    drawn against this master capital lease.  For the nine months ended
    September 30, 1997, the Company financed seven mobile video production
    units for $761,905 under this lease.  Future payments under this capital
    lease for each of the following three years is $344,470.


(4) Employment Agreements

    The Company entered into employment agreements with five executive
    employees expiring through December 1998 which provide for aggregate
    minimum annual compensation of approximately $555,000 in 1997, and $560,000
    in 1998.  The agreements are automatically renewed for additional one-year
    periods unless the Company or the employees provide timely notice of
    termination. The agreements also provide for bonuses and severance payments
    ranging from three to twelve months.  In addition, two of the employment
    agreements provide for options for each employee to purchase an aggregate
    of up to 250,000 shares of common stock, at an exercise price per share
    equal to the IPO price of $5.00 per share, which was the per share price at
    the date of grant.  Such options had a vesting term of five years, subject
    to acceleration if the trading price of the common stock reached certain
    thresholds.  Specifically, the vesting of 300,000 of such options would
    accelerate to the date that the market price of the common stock equaled or
    exceeded $10.00 per share for at least five consecutive trading days prior
    to January 24, 1998, if such threshold was reached.  This threshold was
    achieved on February 7, 1997, at which time such 300,000 options became
    exerciseable.  The vesting of the remaining 200,000 options will be
    accelerated to the date that the trading price of the common stock equals
    or exceeds $15.00 per share for at least five consecutive trading days on
    or before January 24, 1999, if such threshold is reached.  This threshold
    has not yet been reached.  The original option agreement contained an error
    in that it did not include a provision for the options to vest in five
    years.  Such error was corrected by revisions to the option agreements
    dated April 3, 1997.


(5) Commitments and Contingencies

    Effective March 1, 1995 the Company entered into a license agreement (the
    "Agreement") with Greg Norman ("Norman"), a professional golfer, and Great
    White Shark Enterprises, Inc. ("Great White Shark"), pursuant to which the
    Company was granted a worldwide license to use Norman's name, likeness and
    endorsement in connection with the production and promotion of the
    Company's products.  Norman will receive royalties of 8% of all net
    revenues, as defined, derived from the sale of One-on-One videotapes. 
    
    As of June 3, 1997, the Company, Norman and Great White Shark executed an
    amendment (the "Amendment") to the Agreement.  Norman and the Company
    agreed to restructure the terms of the payments due to Norman under the
    Agreement by:  (i) altering the payments such that 

                                 9

<PAGE>
    Norman will receive
    $1,020,000 of his royalties in shares of the Company's common stock, at $10
    per share, rather than cash as was originally contemplated by the
    Agreement;  (ii) changing the schedule of the payments such that they will
    be paid to Norman over a period of time from January 1998 through April
    2000; and (iii) granting to Norman 25,000 options to purchase shares of the
    Company's common stock. Such options are exercisable at a price of $10.00
    per share, vest immediately and are exercisable at Norman's discretion at
    any time prior to their expiration on June 30, 2000.  The Company recorded
    a non-cash marketing expense of $53,132 related to the options.

    The Amendment restructures the payments to Norman as follows: 1997 - as of
    June 30, 1997 $300,000 was paid with no further payments due for the
    remainder of the year; 1998 - $700,000 to be paid in addition to 30,000
    shares of common stock to be issued during the year; 1999 -  $1,200,000 to
    be paid in addition to 48,000 shares of common stock to be issued during
    the year; and 2000 - $480,000 to be paid in addition to 24,000 shares of
    common stock to be issued during the first three months of the year.
    Including the $300,000 cash payment made in 1996, it is a total commitment
    of $4 million. 
    
    For the purpose of calculating the royalties payable to Norman, the
    amendment stipulates that the common stock issued to Norman will be valued
    at $10.00 per share regardless of the actual market price of the common
    stock at the time of payment.  Any royalties earned by Norman pursuant to
    the Amendment that are in excess of the $1,020,000 paid in shares of common
    stock are to be paid in cash. 
    
    After the initial term, which ends on June 30, 2000, the Company has the
    option to renew the Agreement for two additional five-year periods (each
    five-year period, a "Renewal Term").  The guaranteed fee to Norman in the
    first year of the first Renewal Term will be $1,300,000, increasing by
    $100,000 each successive year thereafter; all such fees will be payable in
    cash in equal quarterly installments.


(6) Stockholders' Equity (Deficit)

    At September 30, 1997, the Company had a deficit of $697,434 in
    Stockholders' Equity.  However, on January 1, 1998, when the convertible
    debt is converted to equity there will no longer be a deficit in
    Stockholders' Equity (see Note 2b). If the convertible debt had been
    converted at September 30, 1997, the Stockholders' Equity would have been
    approximately $4,300,000.

                                         10
<PAGE>

                               VISUAL EDGE SYSTEMS INC.
                                           
                                           
                                           
Item 2.  Management's Discussion and Analysis or Plan of Operations  


         General

         Visual Edge Systems Inc. (the "Company") was organized to develop and
         market personalized videotape golf lessons featuring One-on-One
         instruction by leading professional golfer Greg Norman.  Through
         December 31,1996, the Company focused its efforts on developing video
         production technology which digitally combines actual video footage of
         a golfer's swing with a synchronized "split-screen" comparison to Greg
         Norman's golf swing to produce a 45-minute One-on-One videotape golf
         lesson. The Company's One-on-One personalized videotape golf lesson
         analyzes a golfer's swing by comparing it to Greg Norman's swing at
         several different club positions from two camera angles using Greg
         Norman's pre-recorded instructional commentary and analysis and
         computer graphics to highlight important golf fundamentals intended to
         improve a golfer's performance. The Company sells its products under
         the name "One-on-One with Greg Norman".

         The Company was incorporated in July 1994 and commenced developmental
         operations in January 1995.  From the Company's inception through the
         end of its last fiscal year, it was primarily engaged in product
         development, market development, testing technology, recruitment of
         key personnel, raising capital and preparing the software, hardware
         and videotape coaching instructions used in the production of its
         products.  As a consequence, the Company did not generate any
         significant revenue and operated as a development stage company
         through December 31, 1996.  The Company commenced generating revenue
         from its primary business activities during the first quarter of this
         year.

         The Company's primary marketing strategy is to sell "One-on-One with
         Greg Norman"
         videotapes on a prearranged basis to various organizers of amateur
         corporate, charity and member golf tournaments (who typically offer
         gifts to tournament participants), golf professionals at private and
         daily fee golf courses and driving ranges and indoor event planners
         who organize trade shows, conventions, sales meetings, retail store
         openings and promotions and automobile dealer showroom promotions. To
         implement its marketing and business strategy, the Company has
         developed 15 mobile One-on-One vans equipped with video and personal
         computer equipment to market, promote and produce the Company's
         products.  The Company intends to position its One-on-One vans in
         selected geographic areas that will service golf courses and driving
         ranges throughout the United States, and has initially placed its
         first 15 vans in Arizona, California, Florida, Georgia, Illinois,
         Maryland, Massachusetts, Michigan, Nevada, New Jersey, New York and
         Texas.  The Company anticipates that additional vans will be developed
         and situated based on the demand for the Company's products.
         
         The Company entered into an agreement with Cadillac Motor Car Division
         of General Motors ("Cadillac") on August 5, 1997.  The agreement
         grants Cadillac the exclusive U.S. dealer showroom rights to the
         Company's One-on-One with Greg Norman concept, allowing Cadillac 

                                           11
<PAGE>
         
         to exclusively offer its customers a free video golf lesson personally
         analyzed by Greg Norman if they test drive a Cadillac.  The Company is
         to provide each participating Cadillac dealership with all the
         marketing materials related to this promotion, including creative
         print and radio advertisements, banners, posters, and direct mail
         invitations. 
         
         The contract includes a test phase that runs through December 31, 1997
         with a test phase termination clause ending January 31, 1998, at
         Cadillac's sole option, and then guarantees the Company a total of
         $7,500,000 in revenue for 1998 if the agreement is not terminated. The
         contract runs until December 31, 2000 and provides the Company with up
         to approximately $34,750,000 in revenue over the term of the agreement
         if the Company has an adequate number of available vans to serve all
         participating Cadillac dealers.  Cadillac may terminate the agreement
         as of December 31, 1998, as long as notice is given to the Company on
         or before June 30, 1998 and will be responsible for the guaranteed
         payment for the year 1998.
         
    Results of Operations
         
         The Company was a development stage company in 1996 and had no
         significant revenue for the fiscal year ended December 31, 1996.  The
         Company commenced its introduction and marketing of personalized
         videotape golf lessons, featuring One-on-One instruction by leading
         professional golfer Greg Norman, during the fourth quarter of 1996. 
         The Company completed and launched its first seven mobile production
         units ("vans") during the first three months of 1997 and an additional
         eight vans were launched by the end of May 1997. As of September 30,
         1997, the Company had 15 vans in operation.  

         During the first quarter of 1997 the Company began to generate revenue
         from the sales of its videotape golf lessons.  For the three months
         ending September 30, 1997, the Company had sales of  $518,365 and a
         gross profit of $52,909, or a gross profit margin of approximately
         10%. For the nine months ending September 30, 1997, the Company
         generated revenue of $1,115,116 and a gross profit of $196,800, or a
         gross profit margin of approximately 18%.  The Company anticipates
         that its gross margins will be higher in the future; its gross margins
         were significantly lower during the three and nine months ending
         September 30, 1997 due to significant training costs of van operators
         and low initial sales during its start-up phase.  

         Operating expenses for the three month and nine month periods ending
         September 30, 1997 were $2,458,386 and $5,479,362, respectively, as
         compared to $1,100,113 and $1,254,483 for the three month and nine
         month periods ending September 30, 1996.  The increase in operating
         expenses for the three month and nine month periods ending September
         30, 1997, as compared to the three month and nine month periods ending
         September 30, 1996, is attributable to start-up expenses related to
         the launching of the Company's 15 vans and consisted of payroll,
         marketing, training, travel and other administrative expenses. These
         expenses also include non-cash depreciation expense, which totaled
         $455,557 and $646,498 for the three and nine months ending September
         30, 1997, as compared to $57,238 for the nine months ending September
         30, 1996, and amortization expense, which totaled $207,124 and
         $343,023 for the three and nine months ending September 30, 1997, as
         compared to $5,288 for the nine months ending September 30, 1996.
         Additionally, in the second quarter of 1997, in compliance with FASB
         #123, the Company recorded a non-cash marketing expense of $53,132
         related to the 25,000 options granted to Greg Norman, and during the
         first quarter of 1997, the Company incurred a  non-cash stock
         severance expense of $150,125. 

                                         12
<PAGE>

         The Company earned $47,378 in interest income for the nine month 
         period ending September 30, 1997.  Further, in connection with 
         its bridge financings, the Company incurred financing fees of 
         $1,250,000 in connection with the March financing and $1,739,866 
         in connection with the June financing, or a total of $2,989,866, 
         of which $1,000,000 and $1,399,866, respectively, were non-cash 
         expenses. In connection with the Equipment Financing, the Company 
         incurred a non-cash expense of $178,980.  The March financing 
         fees have been fully expensed via amortization of $500,000 and 
         the balance of $750,000 as an extraordinary item (see Note 2a).  
         The June financing fees of $1,249,866 and the Equipment Financing 
         costs of $178,980 are recorded as an original issue discount 
         (OID) on the Bridge Notes and are being amortized using a method 
         which approximates the interest method over the term of the note 
         and equipment financing. The other debt issuance costs of 
         $490,000 incurred with the June financing are recorded as 
         deferred financing fees and are being amortized over the life of 
         the Bridge Notes. 
         
         

    Liquidity and Capital Resources

         At September 30, 1997 the Company had cash of $305,555 and cash
         equivalents (consisting of short- term investments) of $3,739,673 and
         working capital of $3,616,535. Net cash used in operating activities
         for the nine months ending September 30, 1997 was $4,325,149,
         primarily representing cash used for start-up expenses related to the
         launching of the Company's 15 vans.  Net cash provided by financing
         was $6,087,221 and $1,689,634 was used in investing activities for a
         total increase in cash of $72,438 and cash equivalents of $1,870,621.
         
         A significant portion of the Company's disbursements during the nine
         months ending September 30, 1997 represented investment in fixed
         assets of $1,689,634.  At September 30, 1997, the Company's cumulative
         investment in fixed assets was $3,448,539.

         At September 30, 1997 the Company had Stockholders' deficit of
         $697,434. On January 1, 1998 when the convertible debt is converted to
         equity pursuant to the terms of the Bridge Agreement there will no
         longer be a deficit in Stockholders' Equity. If the convertible debt 
         had been converted at September 30, 1997 the Stockholders' Equity 
         would have been approximately, $4,300,000.
         
         In March 1997, the Company completed a $3,500,000 bridge 
         financing facility pursuant to which it issued to 13 investors, 
         as a financing fee, an aggregate of 100,000 shares of common 
         stock and 100,000 warrants (exercisable through March 26, 2002) 
         to purchase 100,000 shares of common stock at a price of $10.00 
         per share.  The investors pledged an aggregate of $3,500,000 in 
         collateral, which resulted in the issuance of two letters of 
         credit in the aggregate amount of $3,500,000.  Such letters of 
         credit were used by the Company to secure a line of credit of 
         $3,500,000. In June 1997, the Company used a portion of the 
         proceeds from the issuance and sale of certain equity securities, 
         as described below, to repay the remaining outstanding balance 
         due and owing on the line of credit.  As a result, the letters of 
         credit were returned to the issuing banks and the cash collateral 
         was returned to the investors in the bridge financing.  
         
         On June 13, 1997, the Company arranged a three-year $7,500,000 debt
         and convertible equity facility with a group of investment funds
         advised by an affiliate of Hunt Sports Group, a sports and
         entertainment management company controlled by the Lamar Hunt family
         of Dallas, Texas.  The Company issued and sold to Infinity Investors
         Limited, Infinity Emerging 

                                       13
<PAGE>

         Opportunities Limited, Sandera Partners,
         L.P. and Lion Capital Partners, L. P. (collectively, the "Funds") the
         following securities pursuant to the Bridge Securities Purchase
         Agreement, dated as of June 13, 1997 (the "Bridge Agreement"), between
         the Company and the Funds: (i) 8.25% unsecured convertible bridge
         notes (the "Bridge Notes") in the aggregate principal amount of
         $7,500,000 with a maturity date of three years from the date of
         issuance (subject to the mandatory automatic exchange for the
         Company's preferred stock, par value $.01 per share (the "Preferred
         Stock"), as discussed below), which Bridge Notes are convertible into
         shares of common stock at any time and from time to time commencing
         January 1, 1998 at the option of the holder thereof, subject to
         certain limitations on conversion set forth in the Bridge Agreement;
         (ii) 93,677 shares of common stock (the "Grant Shares"); and (iii)
         five-year warrants (the "Bridge Warrants") to purchase 100,000 shares
         of common stock at an exercise price equal to $10.675.  On June 13,
         1997 (the "Closing Date"), 30% of the Bridge Warrants were assigned,
         with the Company's consent, to Alpine Capital Partners, Inc.  The
         Bridge Warrants are redeemable commencing October 1, 1998 at a
         redemption price equal to $.10 per share, subject to adjustment based
         on a 20-day minimum closing bid price of the Company's common stock. 
         The net proceeds to the Company from the sale of the Bridge Notes,
         Grant Shares and Bridge Warrants was $7,236,938.  In addition, the
         Company issued 14,502 shares of common stock to Whale Securities Co.,
         L.P. ("Whale"), the underwriter in the Company's initial public
         offering (the "IPO"), as a fee for services rendered in connection
         with the transactions contemplated by the Bridge Agreement. (see Note
         2b).

         Pursuant to the Bridge Agreement, the Company will issue additional
         Grant Shares (the "Additional Grant Shares") to the Funds in the event
         that the closing bid price of the Company's common stock for each
         trading day during any consecutive 10 trading days from the Closing
         Date through December 31, 1997 does not equal at least $10.675 per
         share.  In the event that any Additional Grant Shares are issued, the
         exercise price of the Bridge Warrants will be adjusted so that the
         value of the Bridge Warrants (using a Black-Scholes or similar model)
         equals the value of the Bridge Warrants as of the Closing Date.  

         On August 20, 1997, the Company entered into an equipment financing
         agreement (the "Equipment Financing") with Vision Financial Group of
         Pittsburgh ("Vision"), whereby Vision has agreed to provide the
         Company with up to $2.5 million in financing by September 1998. Such
         arrangement provides the Company with equipment financing of $100,000
         for each of its next 25 vans, each of which is anticipated to cost
         approximately $150,000.  The Company has drawn on $800,000 of the
         facility to finance eight vans purchased in May 1997. The outstanding
         balance bears interest at the rate of 11.62% and is payable in 36
         consecutive monthly payments of $25,328 which commenced in August
         1997, followed by one balloon payment of $47,040.  Further, the
         Company has agreed to pledge as collateral a certificate of deposit in
         the amount of $25,000 per van to Vision.  Such collateral is returned
         to the Company within 5 days after the Company notifies Vision that
         (a) the Company has earned $1,000,000 or more on a pre-tax basis for
         fiscal 1998 or 1999, or (b) the Company's stock has traded at $20.00
         per share for at least 5 consecutive trading days.  The Company has
         pledged to Vision a certificate of deposit in the aggregate amount of
         $200,000 in connection with the financing of the first eight vans.
         
         The Company anticipates that its available cash will be sufficient to
         fund its operations through the end of this year.

                                           14
<PAGE>

    Subsequent Events
    
         On November 7, 1997, the Company's former accountants, KPMG Peat
         Marwick LLP, were dismissed and Arthur Andersen LLP were engaged to
         audit the Company's financial statements.  Such actions were approved
         by the Company's Board of Directors on November 12, 1997.


    Third Party Reports

         The Company does not make financial forecasts or projections nor
         endorse the financial forecasts or projections of third parties nor
         does it comment on the accuracy of third party reports.  The Company
         does not participate in the preparation of the reports or the
         estimates given by the analysts.  Analysts who issue financial reports
         are not privy to non-public financial information.  Any purchase of
         the Company's securities based on financial estimates provided by
         analysts or third parties is done entirely at the risk of the
         purchaser.

                                           15
<PAGE>

                               VISUAL EDGE SYSTEMS INC.
                             PART II - OTHER INFORMATION
                                           
                                           
Item 1.  Legal Proceedings

         The Company is not presently a party to any litigation.

Item 2.  Changes in Securities

         The following is a description of all sales of unregistered securities
         by the Company during the quarterly period ended September 30, 1997. 
         All of such sales were private placements made in reliance upon the
         exemption provided by Section 4(2) of the Securities Act of 1933, as
         amended, and no underwriters were involved in such placements.  
         
         On August 20, 1997, the Company entered into an equipment 
         financing agreement (the "Equipment Financing") with Vision 
         Financial Group of Pittsburgh ("Vision"), whereby Vision has 
         agreed to provide the Company with up to $2.5 million in 
         financing by September 1998. Such arrangement provides the 
         Company with equipment financing of $100,000 for each of its next 
         25 vans, each of which is anticipated to cost approximately 
         $150,000.  The Company has drawn on $800,000 of the facility to 
         finance eight vans purchased in May 1997. The outstanding balance 
         bears interest at the rate of 11.62% and is payable in 36 
         consecutive monthly payments of $25,328 which commenced in August 
         1997, followed by one balloon payment of $47,040.  Further, the 
         Company has agreed to pledge as collateral a certificate of 
         deposit in the amount of $25,000 per van to Vision.  Such 
         collateral is to be returned to the Company within 5 days after 
         the Company notifies Vision that (a) the Company has earned 
         $1,000,000 or more on a pre-tax basis for fiscal 1998 or 1999, or 
         (b) the Company's stock has traded at $20.00 per share for at 
         least 5 consecutive trading days.  The Company has pledged to 
         Vision a certificate of deposit in the aggregate amount of 
         $200,000 in connection with the financing of the first eight vans.
         
         In connection with the Equipment Financing, the Company issued to 
         Vision warrants (the "Vision Warrants") to purchase 75,000 shares 
         of the Company's common stock at a price per share of $10.00 
         (subject to adjustment in certain circumstances) at any time 
         prior to August 20, 2000.  The Company has the right to redeem 
         the Vision Warrants as follows: in the event that the closing bid 
         price of the common stock equals or exceeds $15.00 for 20 
         consecutive trading days ended three days prior to the notice of 
         redemption, the Company may, upon 10 days' notice to Vision, 
         redeem up to 50% of the Vision Warrants at a price equal to $.01 
         per share of common stock issuable upon the exercise of the 
         Vision Warrants; and 100% of the Vision Warrants are redeemable 
         by the Company if the closing bid price of the Company's common 
         stock equals or exceeds $20.00 for the 20 trading days ended 
         three days prior to the notice of redemption.
      
                                         16

<PAGE>
   
         On September 30, 1997, the first interest payment on the Bridge Notes
         was made in shares of the Company's common stock. The Company issued
         an aggregate of 22,462 shares for payment of interest due.

Item 3.  Defaults Upon Senior Securities

         None

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

         None

Item 5.  Other Information

         None

                                       17

<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

         3.1  Certificate of Incorporation of the Company, as amended
              (Incorporated by reference to Exhibit 3.1 to Amendment No. 2 to
              the Registrant's Registration Statement on Form SB-2
              (Registration No. 333-5193) effective July 24, 1996)

         3.2  Amended and Restated By-Laws of the Company (Incorporated by
              reference to Exhibit 3.2 to Amendment No. 1 to the Registrant's
              Registration Statement on Form SB-2 (Registration No. 333-5193)
              effective July 24, 1996)

         4.1  Form of Specimen Common Stock Certificate (Incorporated by
              reference to Exhibit 4.1 to Amendment No. 1 to the Registrant's
              Registration Statement on Form SB-2 (Registration No. 333-5193)
              effective July 24, 1996)

         4.2  Form of Specimen Redeemable Warrant Certificate (Incorporated by
              reference to Exhibit 4.2 to Amendment No. 1 to the Registrant's
              Registration Statement on Form SB-2 (Registration No. 333-5193)
              effective July 24, 1996)

         4.3  Form of Warrant Agreement between the Company and Whale
              Securities Co., L.P. (Incorporated by reference to Exhibit 4.3 to
              the Registrant's Registration Statement on Form SB-2
              (Registration No. 333-5193) effective July 24, 1996)

         4.4  Form of Warrant among American Stock Transfer & Trust Company,
              the Company and Whale Securities Co., L.P. (Incorporated by
              reference to Exhibit 4.4 to the Registrant's Registration
              Statement on Form SB-2 (Registration No. 333-5193) effective July
              24, 1996)

         4.5  Form of Warrant Certificate issued to investors in the March 1997
              Bridge Financing (Incorporated by reference to Exhibit 4.5 to the
              Registrant's Registration Statement on Form SB-2 (Registration
              No. 333-24675) filed April 7, 1997)

         4.6  Form of Common Stock Purchase Warrant issued to investors in the
              June 1997 Bridge Financing (Incorporated by reference to Exhibit
              99.4 to the Registrant's Current Report on Form 8-K filed June
              23,1997)

         4.7  Form of Convertible Note issued to investors in the June 1997
              Bridge Financing (Incorporated by reference to Exhibit 99.5 to
              the Registrant's Current Report on Form 8-K filed June 23,1997)

         4.8  Form of Common Stock Purchase Warrant issued to Vision Financial
              Group, Inc.*

         10.1 License Agreement, dated March 1, 1995, between Great White Shark
              Enterprises, Inc. and the Company, as supplemented (Incorporated
              by reference to Exhibit 10.1 to the Registrant's Registration
              Statement on Form SB-2 (Registration No. 333-5193) effective July
              24, 1996)

         10.2 Amendment to License Agreement, dated as of June 3, 1997, by and
              among, the Company, Greg Norman and Great White Shark
              Enterprises, Inc. (Incorporated by reference to Exhibit 99.1 to
              the Registrant's Current Report on Form 8-K/A filed June 27,
              1997)

                                          18

<PAGE>


         10.3 Employment Agreement, dated as of January 1, 1996, between Earl
              Takefman and the Company (Incorporated by reference to Exhibit
              10.3 to the Registrant's Registration Statement on Form SB-2
              (Registration No. 333-5193) effective July 24, 1996)

         10.4 Employment Agreement, dated as of January 1, 1996, between Alan
              Lubell and the Company (Incorporated by reference to Exhibit 10.4
              to the Registrant's Registration Statement on Form SB-2
              (Registration No. 333-5193) effective July 24, 1996)
    
         10.5 Employment Agreement, dated as of May 1, 1996, between Thomas S.
              Peters and the Company (Incorporated by reference to Exhibit 10.5
              to the Registrant's Registration Statement on Form SB-2
              (Registration No. 333-5193) effective July 24, 1996)
    
         10.6 License Agreement, dated as of November 1, 1996, between the
              Company and Visual Edge Systems (Australia) Pty. Ltd.
              (Incorporated by reference to Exhibit 10.6 to the Registrant's
              Registration Statement on Form SB-2 (Registration No. 333-5193)
              effective July 24, 1996)

         10.7 Form of Consulting Agreement between the Company and Whale
              Securities Co., L.P. (Incorporated by reference to Exhibit 10.7
              to the Registrant's Registration Statement on Form SB-2
              (Registration No. 333-5193) effective July 24, 1996)
    
         10.8 Amended and Restated 1996 Stock Option Plan (Incorporated by
              reference to Exhibit 10.8 to the Registrant's Registration
              Statement on Form SB-2 (Registration No. 333-23519) filed April
              7, 1997)

         10.9 Employment Agreement, dated as of June 1, 1996, between the
              Company and Richard Parker (Incorporated by reference to Exhibit
              10.9 to Amendment No. 1 to the Registrant's Registration
              Statement on Form SB-2 (Registration No. 333-5193) effective July
              24, 1996)
    
        10.10 Assignment, dated April 19, 1996, from Thomas S. Peters to
              the Company (Incorporated by reference to Exhibit 10.11 to
              the Registrant's Registration Statement on Form SB-2
              (Registration No. 333-5193) effective July 24, 1996)
    
        10.11 Share and Warrant Purchase Agreement, dated as of February
              27, 1997, between the Company and Status-One Investments
              Inc. (Incorporated by reference to Exhibit 10.11 to the
              Registrant's Registration Statement on Form SB-2
              (Registration No. 333-24675) filed April 7, 1997)

        10.12 Bridge Securities Purchase Agreement, dated as of June 13,
              1997, among the Company and Infinity Investors Limited,
              Infinity Emerging Opportunities Limited, Sandera Partners,
              L.P. and Lion Capital Partners, L.P. (collectively, the
              "Funds") (Incorporated by reference to Exhibit 99.1 to the
              Company's Current Report on Form 8-K filed June 23, 1997)

                                               19

<PAGE>

         10.13     Registration Rights Agreement, dated as of June 13, 1997,
                   between the Company and the Funds (Incorporated by reference
                   to Exhibit 99.2 to the Company's Current Report on Form 8-K
                   filed June 23, 1997)

         10.14     Transfer Agent Agreement, dated as of June 13, 1997, among
                   the Company, the Funds and American Stock Transfer & Trust
                   Company (Incorporated by reference to Exhibit 99.3 to the
                   Company's Current Report on Form 8-K filed June 23, 1997)

         10.15     Guarantee and Agreement, dated as of August 5, 1997, between
                   the Company and Cadillac Motor Car Division of General
                   Motors Corporation (Incorporated by reference to Exhibit
                   10.1 to amendment No. 1 to the Registrants Registration
                   Statement on Form S-3 (Registration No. 333-32247) filed
                   August 12, 1997)

         11   Computation of Per Share Loss *    

         27   Financial Data Schedule *

         * Filed herewith


    (b)  Reports on Form 8-K

                   None filed during quarter ended September 30, 1997. 

                                        20
<PAGE>
                                      SIGNATURES

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


                   
                                  VISUAL EDGE SYSTEMS INC.


                                       
                             
                                  /s/ Earl T. Takefman
                                  ----------------------------------------
                                  Earl T. Takefman
November 12, 1997                 Chief Executive Officer/Chief Financial 
                                  Officer




                             
                                  /s/ Richard Parker
                                  ----------------------------------------
                                  Richard Parker
November 12, 1997                 President


                                         21