U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                  FORM 10-KSB/A

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the fiscal year ended: December 31, 2001

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 For the transition period from _________ to __________

                         Commission file number: 1-14076

                                  VIZACOM INC.
                 (Name of small business issuer in its charter)

                   DELAWARE                                 22-3270045
         (State or other jurisdiction of                 (I.R.S. Employer
         incorporation or organization)                  Identification No.)

         3512 VETERANS MEMORIAL HIGHWAY                        11716
                BOHEMIA, NEW YORK                            (Zip Code)
     (Address of principal executive offices)

Issuer's telephone number:  (631) 981-5500

Securities registered under Section 12(b) of the Exchange Act:
COMMON STOCK, PAR VALUE $.001

Securities registered under Section 12(g) of the Exchange Act:  NONE

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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
    ----     ----

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of 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. [X]

     State issuer's net revenues for its most recent fiscal year: $12,222,164

     The aggregate market value of the voting stock held by non-affiliates of
the registrant was $4,366,522, at March 31, 2002, based on the closing sale
price of the Common Stock on such date of $.82 per share, as reported by The
Nasdaq Stock Market, Inc.

     As of March 31, 2002, there were a total of 5,845,073 shares of the Common
Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE

<PAGE>

                                EXPLANATORY NOTE

     The purpose of this Amendment on Form 10-KSB/A to the Annual Report of
Vizacom, Inc. is to revise the disclosure as follows.

     Part I - Item 1: We amended the client concentration and credit risk
subsection with respect to the addition of the name of the customer who
represented 17% of our sales.

     Part I - Item 10: We amended the title of Mr. David N. Salav in the SUMMARY
COMPENSATION TABLE to Vice President and Chief Information Officer, President of
PWR Systems. It was originally erroneously listed as Vice President - Finance
and Chief Information Officer, President of PWR Systems.

     Part II - Item 7: Within the Consolidated Financial Statements, we have
made various changes to Note 4 - Acquisitions and Related Agreements, as
follows:

     o    We have provided enhanced disclosure regarding contingent
          consideration relating to the PWR acquisition including clarification
          of the types of contingent consideration and related accounting
          therefor.

     o    We have provided additional details of certain options issued in
          connection with the PWR acquisition.

     o    We have provided additional information regarding PWR and Vizy NY
          goodwill and other intangible assets and related amortization and
          impairment charge information in tabular and narrative format.

<PAGE>

PART I


ITEM 1.   BUSINESS OVERVIEW

Client Concentration and Credit Risk
------------------------------------

For the year ended December 31, 2001, one customer, Verizon Information Systems,
Inc.  represented  17% of our sales.  For the year ended  December 31, 2000,  no
single customer represented a significant sales concentration or credit risk. We
are not aware of any  significant  concentration  of business  transacted with a
particular customer that could, if suddenly eliminated,  have a material adverse
impact on our operations.


ITEM 10.  EXECUTIVE COMPENSATION

The following summary  compensation  table sets forth, for the three years ended
December 31, 2001, the cash and other compensation paid to Vincent DiSpigno, our
president,  chairman,  and chief  executive  officer and chief executive of PWR.
David N. Salav, our vice president and chief  information  officer and president
of PWR, Alan W.  Schoenbart,  our vice  president - finance and chief  financial
officer, Paul J. Block, our Vice President of Marketing and Administration,  and
Ever M. Elivo, our Controller.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                                                    Long-Term
                                                                                                  Compensation
                                                           Annual Compensation                       Awards
                                                           -------------------                 ------------------
                                                                                                   Securities
Name and Principal Positions                   Year          Salary                 Bonus      Underlying Options
----------------------------                   ----          ------                 -----      ------------------
<S>                                            <C>         <C>                   <C>                 <C>
Vincent DiSpigno, President and                2001        $   200,000               --              110,000
  Chief Executive Officer                      2000            150,000               --                   --
  CEO of PWR Systems                           1999                 --               --                   --

David N. Salav, Vice President                 2001        $   200,000               --              110,000
  and Chief Information Officer                2000            150,000               --                   --
  President of PWR Systems                     1999                 --               --                   --

Alan W. Schoenbart, Vice President -           2001        $   150,000               --               10,000
  Finance and Chief Financial Officer          2000            125,000           10,000                8,000
                                               1999             92,361           15,000               11,000

Paul J. Block, Vice President -                2001                 --               --              300,000
  Marketing and Administration                 2000                 --               --                   --
                                               1999                 --               --                   --

Ever M. Elivo, Controller                      2001             95,625            5,250                5,000
                                               2000             72,500            7,250                3,500
                                               1999             25,000               --                   --

</TABLE>

For purposes of the summary  compensation  table,  the value of all  perquisites
provided to these executive officers did not exceed the lesser of $50,000 or 10%
of the executive officer's salary and bonus.


                                      -3-
<PAGE>

PART II


ITEM 7.   FINANCIAL STATEMENTS

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.   ACQUISITIONS AND RELATED AGREEMENTS

     SpaceLogix,  Inc.: On December 28, 2001, the Company  acquired  SpaceLogix,
     Inc.  ("SpaceLogix").  SpaceLogix is a  facilities-based  managed  services
     provider that resells  co-location and network management  services through
     its  relationships  with  landlords,  major  telecommunications  companies,
     utilities, and other third-party data center owners. Under the terms of the
     letter of intent  signed in connection  with the merger in September  2001,
     with this privately held New York City based company,  each party agreed to
     several terms and conditions, which were a precursor to the December merger
     closing. Those terms and conditions were as follows:

          o    Bridge  Loan:  SpaceLogix  extended  to the  Company  a series of
               secured  bridge loans for a total of $650,000,  and in connection
               therewith  received 400,000 shares of the Company's common stock.
               The bridge  loan bore  interest at 9% and was secured by a second
               position,  subordinated to the security  interest of the bank, in
               the Company's  promissory note from Serif Inc. The Company agreed
               to utilize  approximately  $450,000 of the total bridge loans for
               working capital of its PWR subsidiary,  though this condition was
               not met and was waived at closing.  On September  18,  2001,  the
               Company  received the first  $250,000  installment  of the bridge
               loan,   and  issued   200,000  shares  of  its  common  stock  to
               SpaceLogix.  On October 10, 2001, the Company received the second
               $200,000  installment  of the bridge  loan,  and  issued  100,000
               shares of its  common  stock to  SpaceLogix.  The final  $200,000
               installment of the bridge loan was received in November 2001. The
               bridge  loan  payable  recorded  on the  Company's  books and the
               corresponding  bridge note  receivable on the books of SpaceLogix
               were cancelled upon the  consummation of the merger.  The 400,000
               shares of the Company's common stock were distributed pro rata to
               the   shareholders   of   SpaceLogix   Inc.  just  prior  to  the
               consummation of the merger.

          o    Placement  Agent  and  Investment  Banking   Agreement:   Certain
               stockholders  of an  investment  banking firm were  affiliated or
               associated with SpaceLogix.  A condition of the merger related to
               this  investment  banker being hired as placement agent to assist
               with raising $1,000,000 of net proceeds in a financing (the "$1MM
               financing "). It was agreed that 784,188 ("the Escrow Shares") of
               the shares to be issued in connection with the SpaceLogix  merger
               would be held in escrow, a portion of which will be released upon
               the  successful  completion  of the $1MM  financing  if completed
               within 120 days of the merger closing.  The remaining  portion of
               the escrow shares are subject to the  indemnification  provisions
               of the merger which provide for a one year period for the Company
               to enforce  its rights  under such  provisions.  The shares to be
               released from escrow for upon  completion  of the $1MM  financing
               are calculated based upon a formula multiplying the Escrow Shares
               by a  fraction,  the  numerator  of  which  is  $500,000  and the
               denominator is the average  market price of the Company's  common
               stock for the five days  preceding the release date of the shares
               from  escrow.  The  remaining  shares  will be held in  escrow to
               secure   representations  made  of  SpaceLogix   shareholders  in
               connection  with  the  Company's  wholly  owned  subsidiary.   As
               compensation  for the  aforementioned  financing,  the  placement
               agent will receive an 8% cash  commission,  a 2% non  accountable
               expense allowance, and warrants for 10% of the shares sold in the
               financing  exercisable at 150% of the offering price of the stock
               in the  financing.  In addition,  upon the completion of the $1MM
               financing,  the  Company  will enter into an  investment  banking
               agreement  with this  placement  agent.  The  investment  banking
               agreement  will  provide  as  compensation   for  such  services,
               warrants  to  purchase  400,000  shares  of  common  stock of the
               Company,  200,000  of  which  shall  be  exercisable  at 120% and
               200,000 of which shall be exercisable at 150% of the market price
               of the Company's  common stock as of the date of such  investment
               banking agreement.


                                      -4-
<PAGE>

          o    Restructuring  of  Liabilities:   The  Company  was  required  to
               restructure  or  satisfy  approximately   $1,000,000  of  current
               liabilities as of June 30, 2001 to the reasonable satisfaction of
               SpaceLogix.  Through a series  of  transactions  completed  as of
               September 30, 2001,  the Company  achieved this  objective to the
               satisfaction of SpaceLogix  management.  The transactions were as
               follows:  (a) The  Company  entered  into an  agreement  with its
               former  corporate legal counsel,  of which its former Chairman of
               the Board is a  member,  to reduce  and  restructure  outstanding
               liabilities  totaling  $739,655 as of September  30,  2001.  This
               agreement  reduced the amount  owed to this firm by $300,000  and
               provided  for the  issuance  by the  Company  to  such  firm of a
               secured  promissory  note in the  principal  amount of  $439,655,
               bearing  interest at 6.6% per annum. The promissory note provides
               for  monthly  payments,  which  began  March  15,  2002,  with  a
               provision  for a $125,000  prepayment  upon the  completion  of a
               financing  contemplated by the SpaceLogix  letter of intent.  The
               note  is  collateralized   by  the  Company's   interest  in  the
               promissory  note from Serif  Inc,  subordinated  to the  security
               interest  of the bank in the note.  The  Company  has reduced the
               recorded  liability  to its  former  corporate  counsel  from the
               previous  September  30,  2001  total of  $739,655  to  $514,342,
               representing  the  total of the  principal  amount  of the  note,
               interest   thereon  over  the  term  of  the  note,  and  certain
               contingent   payment   amounts.   The   resulting   reduction  in
               indebtedness, or $225,313, has been recorded as a contribution to
               capital;  (b) the  Company  entered  into  amendments  to the PWR
               Merger Agreement and employment agreements with its President and
               its Vice President and Chief Technology Officer,  each of whom is
               also a director of the  Company,  pursuant to which their  annual
               salaries are reduced from $200,000 to $125,000 each  effective on
               October 1, 2001. These two officers will also receive payments of
               17.5%  each,  of net income (as  defined)  of the  Company's  PWR
               subsidiary in excess of pre-determined  quarterly targets through
               the first quarter of 2003. Net income is defined as the income of
               PWR before  amortization  of  intangibles,  interest on the notes
               payable to these officers, the bonuses payable to these officers,
               and  corporate  overhead  (as  defined).  These  amendments  will
               automatically  terminate  if PWR does not receive  $1,000,000  of
               working  capital from either the bridge loan, the $1MM financing,
               or other transactions by April 1, 2002 (see event of reversion in
               Note 17); or (ii) PWR does not retain the  $1,000,000  of working
               capital  due to  payments  made  to  the  Company  or  its  other
               subsidiaries  other  than  normal  inter-company  management  fee
               payments.  In  addition,  as of September  30, 2001,  the Company
               agreed to  restructure  the  payment  schedule  on the  remaining
               $306,951 of the notes  payable by the Company to these  officers,
               with  aggregate  payments  of  $25,000  per month  commencing  on
               January 1, 2002,  later  deferred to April 1, 2002 (see Note 14).
               These  notes  are  collateralized  by the  Company's  Serif  Inc.
               promissory note,  which security  interest is subordinated to the
               security  interest  therein  held by the bank  and the  Company's
               former corporate counsel in such note; (c) on September 28, 2001,
               the Company  settled,  for 130,000 shares of the Company's common
               stock valued at $240,500,  a pending  arbitration  relating to an
               investment banking agreement,  which it had terminated.  $232,000
               had been reserved for this contingent liability,  and (d) also as
               of September 28, 2001,  the Company  entered into an agreement to
               issue  10,000  shares of its  common  stock to settle  $14,119 of
               outstanding current liabilities to a law firm.


                                      -5-
<PAGE>

          Acquisition:  The aggregate  purchase price for SpaceLogix,  including
          all direct costs,  was $3,484,051 and was paid through the issuance of
          1,846,251  shares and warrants and options to purchase  600,197 shares
          of the Company's  common stock,  to the SpaceLogix  stockholders.  The
          number of shares,  warrants and options  ultimately issued include the
          effects of  termination  agreements  reached  with  certain  employees
          shortly  after  the  merger.  SpaceLogix  also  received  the right to
          appoint  one  director  to  the  Company's  Board  of  Directors.  The
          $3,589,590  cost in  excess of the fair  value of the net  liabilities
          acquired of ($105,539) was allocated to goodwill in accordance with an
          independent appraisal. The purchase price was calculated as follows:

<TABLE>

          <S>                                                                     <C>
          Calculation of Purchase Price for Business Acquired:
           Common stock, warrants and stock options issued                        $3,294,270
           Bridge loan and interest forgiven                                        (662,297)
           Common stock paid for bridge loan, net of $28,000 debt discount           557,000
           Transaction costs, principally professional fees                          295,078
                                                                                  ----------
          Total purchase price                                                     3,484,051

          Fair market value of net liabilities assumed:
           Current assets                                                            112,440
           Non-current assets                                                         17,500

            Total assets                                                             129,940
           Current liabilities                                                       235,479
            Total net liabilities                                                   (105,539)
           Goodwill recorded                                                      $3,589,590

</TABLE>

          Registration   Rights   Agreement:   In  accordance  with  the  merger
          agreement, the Company entered into a registration rights agreement in
          which the Company agreed,  subject to certain  conditions,  to use its
          best  efforts to register  for resale  1,127,500  shares of its common
          stock issued to certain former SpaceLogix  stockholders within 30 days
          following the final closing date of the $1MM financing.

          Employment  Agreement:  On December 28, 2001, the Company also entered
          into a  two-year  employment  agreement  with a former  consultant  to
          SpaceLogix. The employment agreement with this consultant provides for
          his service as the Company's Executive Vice President of Marketing and
          Administration  in return  for,  among  other  things,  an annual base
          salary of $160,000, the granting of options to purchase 300,000 shares
          of the Company's common stock at an exercise price of $.7875 per share
          (105% of the market  price of the  common  stock on the date of grant)
          and an annual incentive compensation payment equal to seven percent of
          the  Company's  annual  pre-tax  income,  as defined.  The  employment
          agreement also contains restrictions on this consultant competing with
          the Company for the term of the agreement and for one year thereafter,
          as well as provisions  protecting the Company's proprietary rights and
          information.  This  consultant  also was  elected  as a member  of the
          Company's  Board  of  Directors  effective  upon  the  closing  of the
          SpaceLogix   acquisition   to  serve  until  the  annual   meeting  of
          stockholders in 2003, unless he shall resign,  become  disqualified or
          otherwise be removed from office.

          Other acquisitions:

          Renaissance  Multimedia:  On February 15, 2000,  the Company  acquired
          Renaissance  Computer Art Center,  Inc., d/b/a Renaissance  Multimedia
          ("RM"),  a New York City based  interactive  web site design firm. The
          aggregate  purchase price,  including all direct costs, was $2,706,563
          and was paid  through the issuance of 44,987  shares of the  Company's
          common  stock  and  a  $250,000   cash  payment  to  the   Renaissance
          stockholders.   The  Company  entered  into  a  three-year  employment
          contract  with the  President  of RM at an annual  salary of $175,000,
          with certain  performance  bonus  targets.  Additionally,  the Company
          granted  options to  purchase  an  aggregate  of 60,000  shares of its
          common  stock  under  its 1994  Long Term  Incentive  Plan to  certain
          employees  of RM. The  $2,483,130  cost in excess of the fair value of
          the net tangible assets acquired of $223,433 was allocated to goodwill
          and other intangible assets in accordance with independent appraisals.
          In November  2001, the Company  adopted an outsourcing  model for this
          subsidiary, also known as Vizy Interactive - New York ("Vizy NY"). See
          Note 6. In connection with the adoption of the  outsourcing  model and
          the  Company's  periodic  evaluation


                                      -6-
<PAGE>

          of its intangible assets,  the Company recorded  impairment charges of
          $1,422,001  in the  fourth  quarter  of 2001,  relating  to all of the
          remaining goodwill and other intangible assets recorded by the Company
          in this acquisition.

          Junction 15 Limited: On March 9, 2000, the Company acquired all of the
          outstanding  shares of Junction  15 Limited  ("J15"),  a London  based
          interactive  web site  design  firm.  The  aggregate  purchase  price,
          including all direct costs,  was  $2,729,593  and was paid through the
          issuance of 68,182 shares of the Company's common stock and a $250,000
          cash  payment.  The direct costs include 1,404 shares of the Company's
          common stock,  which was paid as a finder's  fee. The Company  entered
          into   three-year   employment   agreements  with  two  directors  and
          stockholders  of J15, with annual salaries of  approximately  $150,000
          and $80,000,  respectively,  with  various  provisions  for  pensions,
          commissions, and bonuses. In January 2001, these employment agreements
          were terminated,  and are currently the subject of a lawsuit (see Note
          17).  The Company  granted  options to purchase an aggregate of 25,000
          shares of its common stock under its 1994 Long Term  Incentive Plan to
          certain  employees of J15. The  $2,724,422  cost in excess of the fair
          value of the net tangible  assets  acquired of $5,171 was allocated to
          goodwill and other  intangible  assets in accordance with  independent
          appraisals.  On  February  2,  2001  J15  was  placed  into  creditors
          voluntary liquidation in the United Kingdom (see Note 5).

          PWR  Systems:  On March 27,  2000,  the Company  acquired  PWR Systems
          ("PWR"),  a Long Island,  New York based  interactive  integrator  and
          value-added  reseller of computer and digital  information  equipment,
          for  $8,907,578.  The  purchase  price  was  paid  in  the  form  of a
          $1,000,000 cash payment,  one-year  promissory  notes in the aggregate
          principal  amount of $500,000,  convertible  into the Company's common
          stock at $30 per share, and payable in equal monthly installments with
          interest of 6.3% per annum, and 150,000 shares of the Company's common
          stock, valued at $30 per share, issued to the two selling stockholders
          of PWR. The acquisition agreement also calls for additional contingent
          consideration  of up to $350,000 per annum for the  three-year  period
          following  the  acquisition  based upon PWR's  financial  performance,
          specifically  increases  in PWR's  earnings  before  interest,  taxes,
          depreciation,  and amortization.  The Company was further obligated to
          issue  additional  common stock if, during the twelve months following
          the  acquisition,  the market price of the Company's common stock fell
          below $10 per share for any thirty consecutive  trading-day period. On
          December 6, 2000, the Company  issued to the PWR selling  shareholders
          an aggregate of 56,000  shares of common stock in payment of the first
          year  contingent  consideration  under the contract based on financial
          performance. On December 6, 2000 the PWR selling shareholders received
          1,017  shares of common stock and received  another  91,290  shares in
          2001 as a result of the decline in the Company's share price below $10
          for thirty  consecutive  days. On December 27, 2001 the Company issued
          to the PWR selling  shareholders  an  aggregate  of 209,580  shares of
          common  stock in payment of the second year  contingent  consideration
          based  on  financial   performance  under  the  contract.   Additional
          consideration contingent on financial performance of PWR was accounted
          for as  additional  purchase  price and added to goodwill.  Additional
          consideration  based upon the decline in price of the Company's common
          stock  was  accounted  for as an  adjustment  of  valuation  of shares
          originally  issued  with equal and  offsetting  amounts  reflected  as
          capital stock and additional paid-in capital. The Company entered into
          three-year  employment  agreements  with  PWR's  selling  stockholders
          providing for annual  salaries of $200,000  each,  and  provisions for
          bonuses  upon  attaining  specified   performance   thresholds.   Such
          contracts  were  amended  in  connection  with the  SpaceLogix  merger
          discussed  above.  Additionally  in March 2000,  the  Company  granted
          options  exercisable  at the then current  market value to purchase an
          aggregate  of 75,000  shares of its common  stock  under its 1994 Long
          Term Incentive Plan to officers, employees and independent contractors
          of PWR which vest over four years. Furthermore,  the Company agreed to
          prepay, under certain circumstances, the notes payable in the original
          principal  amount  of  $762,745  to  the  PWR  selling   stockholders,
          equivalent  to the retained  earnings of PWR at the closing  date.  At
          December  31,  2001 the  balance  of these  related  party  notes  was
          $311,791.  On January 10, 2001,  the  foregoing  notes were amended to
          extend the payment  schedule until December 2001. The payment schedule
          was further modified in connection with the SpaceLogix  acquisition as
          discussed  above.  The $8,620,960  cost in excess of the fair value of
          the net tangible assets acquired of $286,618 was allocated to goodwill
          and other intangible assets in accordance with independent appraisals.
          In connection with the Company's periodic evaluation of its intangible
          assets,  the Company  recorded  impairment  charges of $1,297,352  and
          $4,116,038  in the  fourth  quarter  of 2001 and


                                      -7-
<PAGE>

          2000,  respectively,  relating to the goodwill  and other  intangibles
          recorded by the Company in this acquisition.

     Goodwill  and  other  intangible  assets  and  related   impairment  charge
     information at December 31, 2001 was as follows:

<TABLE>
<CAPTION>

                                                                                    Less:        Less:
                                                             Space-               Accumulated   Impairment     2001
                                       PWR       Vizy NY     Logix       Total    Amortization   Charges      Balance
                                   ------------------------------------------------------------------------------------
<S>                                 <C>         <C>        <C>        <C>           <C>          <C>         <C>
Current assets                      $3,853,423    365,983    112,440   4,331,846
Noncurrent assets                       21,436     97,990     17,500     136,926
                                   ----------------------------------------------
Total assets                         3,874,859    463,973    129,940   4,468,772
                                   ----------------------------------------------

Current liabilities                  3,588,241    209,997    235,479   4,033,717
Noncurrent liabilties                       --     30,543         --      30,543
                                   ----------------------------------------------
Total liabilities                    3,588,241    240,540    235,479   4,064,260
                                   ----------------------------------------------

Net assets (liabilities) acquired      286,618    223,433   (105,539)    404,512
Goodwill                             5,911,960  1,004,130  3,589,590  10,505,680    1,083,368    5,832,722   3,589,590
Other Intangibles                    3,059,000  1,479,000         --   4,538,000    1,661,700    1,002,669   1,873,631
                                   ------------------------------------------------------------------------------------
Purchase price allocation           $9,257,578  2,706,563  3,484,051  15,448,192    2,745,068    6,835,391   5,463,221
                                   ====================================================================================

</TABLE>

     Accumulated  amortization charges totaling $2,745,068 consist of $1,185,310
     and   $1,559,758   for  the  years  ended   December  31,  2001  and  2000,
     respectively.

     Impairment charges totaling $6,835,391 consist of $2,719,353 and $4,116,038
     for  the  years  ended  December  31,  2001  and  2000,  respectively.  The
     $2,719,353 impairment charge for the year ended December 31, 2001 consisted
     of an  impairment  charge  for the full  amount of the  remaining  value of
     intangibles  of  Vizy  NY,  or  $1,422,001,  and an  impairment  charge  of
     $1,297,352 for PWR intangible assets. The $4,116,038  impairment charge for
     the  year  ended  December  31,  2000  was for PWR  intangible  assets.  In
     calculating  the impairment  charges for PWR intangible  assets at December
     31, 2001 and 2000, the Company utilized the following  assumptions:  annual
     revenue  growth of 10%,  an average  gross  profit rate of 14.8% and 16.4%,
     respectively,  selling  expenses  increasing  proportionately  to sales, an
     increase in general and administrative expenses of 3% and 5%, respectively,
     a discount rate of 10% and 18.75%,  respectively,  and a zero salvage value
     for the eventual disposition in determining the impairment charges.

     Finders Agreement: On August 10, 1999 the Company entered into an agreement
     with a finder pursuant to which should the finder provide assistance to the
     Company  in  finding  or  advising  with  respect  to  an   acquisition  or
     acquisitions, the Company shall pay a fee payable in shares of common stock
     of Xceed Inc.,  valued at $13.375 per share (the closing  price on the date
     of  the  agreement),  equivalent  to  10%  of  the  purchase  price  of the
     acquisition(s),  up to a maximum of $800,000. The agreement resulted in the
     Company  transferring  the balance of its shares of Xceed  common  stock in
     August  1999,  or  66,185  shares  of  Xceed  common  stock,  from  trading
     securities  to   available-for-sale   securities.   This  resulted  in  the
     recognition  of an  unrealized  holding  gain at the  date of  transfer  of
     $322,652.  The Company  recorded a realized gain of  $1,095,348  during the
     period ended  December  31, 2000  related to 59,813  shares of Xceed common
     stock  transferred  to this third party in  connection  with the  Company's
     acquisitions  of RM and PWR. The gain  represents  the  realization  of the
     appreciation in market value at the dates of these acquisitions.  The third
     party  received  14,953 shares of Xceed common stock for the RM acquisition
     and 44,860 shares of Xceed common stock for the PWR acquisition,  resulting
     in respective gains of $371,962 and $723,386. The market value of the Xceed
     shares at the time of the RM and PWR acquisitions  during the first quarter
     of 2000 has been  recorded  as an  additional  cost of these  acquisitions.
     After the  transfer to


                                      -8-
<PAGE>

     the finder the  Company  had 6,372  shares  remaining  which it recorded in
     early 2001 as a realized  loss of $85,226  on  marketable  securities  when
     Xceed went bankrupt. interMETHODS Limited: On October 11, 2000, the Company
     acquired all of the outstanding  shares of interMETHODS  Limited ("IML"), a
     London  based  e-business  technology  solutions  provider.  The  aggregate
     purchase  price,  including all direct costs,  was  $2,499,476 and was paid
     through the issuance of 156,002 shares of the Company's common stock and an
     obligation to make a $104,075 deferred payment,  which bears interest at 8%
     per annum and was due January 11, 2001.  The deferred  payment is currently
     the  subject of  litigation  more fully  described  in Note 17. The Company
     entered  into  three-year  employment  agreements  with  the  three  former
     stockholders of IML, with annual salaries of  approximately  $120,000 each,
     with various provisions for pensions and bonuses. Additionally, the Company
     granted  options to purchase an  aggregate  of 25,000  shares of its common
     stock under its 1994 Long Term Incentive Plan to certain  employees of IML.
     The $2,357,939  cost in excess of the fair value of the net tangible assets
     acquired of $141,537 was reflected as goodwill. On February 2, 2001 IML was
     placed into creditors voluntary liquidation in the United Kingdom (See Note
     5).

     Pro Forma  Results:  The following  table  presents the unaudited pro forma
     results of the Company as though the  transactions  had occurred on January
     1, 2000. The 2001 pro forma  includes the results for SpaceLogix  since its
     inception,  or April 26, 2001. The 2000 pro forma information  includes the
     acquisitions of RM, PWR, J15, and IML as if the  acquisitions  had occurred
     on January 1, 2000. The 2000 presentation does not include SpaceLogix since
     its  inception  was  only  April  26,  2001.  Pro  forma  results  are  not
     necessarily indicative of actual results.

                                                           Unaudited
                                                      2001             2000
                                                      ----             ----
     Net sales from continuing operations        $12,155,724       $18,040,041
     Net loss                                     (7,163,885)       (9,456,250)
     Net loss per common share                   $     (3.37)      $     (8.20)


                                      -9-
<PAGE>

                                   SIGNATURES

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

                                        VIZACOM INC.

Dated: August 23, 2002                  By: /s/ Alan W. Schoenbart
                                        --------------------------
                                        Alan W. Schoenbart
                                        Vice President - Finance, Treasurer
                                        and Chief Financial Officer
                                        (Principal Financial Officer)


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