United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
-----------
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Quarterly Period ended September 30, 2002
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from to
Commission file number 0-28920
Access Solutions International, Inc.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 05-0426298
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
850 Main Street
East Greenwich, Rhode Island 02818
----------------------------------------
(Address of principal executive offices)
(401) 885-5544
(Issuer's telephone number)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes [X] No [ ]
The number of shares of the issuer's Common Stock, $.0l par value, outstanding
as of January 31, 2003 was 4,498,940.
1
Access Solutions International, Inc.
INDEX
PART I. FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements
Condensed balance sheets--September 30, 2002 (unaudited)
and June 30, 2002 3
Condensed (unaudited) statements of operations --Three
months ended September 30, 2002 and 2001 5
Condensed (unaudited) statements of cash flows -- Three
months ended September 30, 2002 and 2001 6
Notes to unaudited condensed financial statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 4. Controls and Procedures 12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
Certification 13
2
Access Solutions International, Inc.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Access Solutions International, Inc.
Condensed Balance Sheets
December 31, June 30,
2002 2002
(Unaudited)
---------- ----------
Assets
Current assets:
Cash and cash equivalents $ 872,751 $2,350,692
Trade accounts receivable, net of allowance for
doubtful accounts of $0 and $17,375,
respectively 793 290,668
Inventories -- 15,003
Prepaid expenses and other current assets 11,571 18,287
---------- ----------
Total current assets 885,115 2,674,650
Fixed assets, net -- 1,798
---------- ----------
Total assets $ 885,115 $2,676,448
========== ==========
See notes to unaudited condensed financial statements.
3
Access Solutions International, Inc.
Condensed Balance Sheets
December 31, June 30,
2002 2002
(Unaudited)
------------ ------------
Liabilities and stockholders' deficit
Current liabilities:
Accounts payable $ 144,503 $ 147,156
Accrued salaries and wages 900 22,069
Accrued expenses 22,555 65,004
Deferred revenue-prepaid service contract -- 432,918
------------ ------------
Total current liabilities 167,958 667,147
------------ ------------
Total liabilities 167,958 667,147
------------ ------------
Stockholders' equity:
Common Stock, $.01 par value, 13,000,000
shares authorized, 4,500,199 shares issued 45,002 39,652
Additional paid-in capital 17,675,144 17,637,694
Accumulated deficit (16,984,933) (15,649,989)
------------ ------------
Total 735,213 2,027,357
Treasury stock, at cost (1,259 shares) (18,056) (18,056)
------------ ------------
Total stockholders' equity 717,157 2,009,301
------------ ------------
Total liabilities and stockholders' equity $ 885,115 $ 2,676,448
============ ============
Note: The balance sheet at June 30, 2002 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See notes to unaudited condensed financial statements.
4
Access Solutions International, Inc.
Condensed Statements of Operations (Unaudited)
For the Three Months For the Six Months
Ended December 31, Ended December 31,
2002 2001 2002 2001
---------- ---------- ---------- ----------
Net sales:
Products $ -- $ 7,661 $ -- $ 12,576
Services -- 161,059 18,000 325,089
---------- ---------- ---------- ----------
Total net sales -- 168,720 18,000 337,665
---------- ---------- ---------- ----------
Cost of sales:
Products -- 1,202 -- 1,317
Services -- 41,314 11,829 77,479
---------- ---------- ---------- ----------
Total cost of sales -- 42,516 11,829 78,796
---------- ---------- ---------- ----------
Gross profit -- 126,204 6,171 258,869
---------- ---------- ---------- ----------
Operating expenses:
Selling expense -- 33,123 564 66,980
General and administrative expense 151,952 121,998 260,299 267,891
---------- ---------- ---------- ----------
Total operating expenses 151,952 155,121 260,863 334,871
---------- ---------- ---------- ----------
Profit/(loss) from operations (151,952) (28,917) (254,692) (76,002)
---------- ---------- ---------- ----------
Other revenue:
Gain on sale of service contracts, -- -- 97,968 --
net of expenses
Gain on disposal of assets, 691 -- 712 --
net of expenses
Interest income 14,960 19,392 32,961 48,052
Miscellaneous income 23,620 23,620 47,239 47,239
---------- ---------- ---------- ----------
Total other revenue 39,271 43,012 178,880 95,291
---------- ---------- ---------- ----------
Net income (loss) ($ 112,681) $ 14,095 ($ 75,812) $ 19,289
---------- ---------- ---------- ----------
Primary net income (loss) per common share (0.03) 0.00 (0.02) 0.00
Weighted average number of
common shares 4,142,273 3,963,940 4,053,107 3,963,940
See notes to unaudited condensed financial statements.
5
Access Solutions International, Inc.
Condensed Statements of Cash Flows (Unaudited)
For the Six Months Ended
December 31,
Cash flows from operating activities 2002 2001
----------- ----------
Net income ($ 75,812) $ 19,289
----------- ----------
Adjustments to reconcile net loss to net cash used by
operating activities:
Gain on sale of service contracts (97,968) --
Gain on sale of fixed assets (712) --
Depreciation and amortization 775 2,733
Provision for doubtful accounts (17,375) (2,344)
Changes in operating assets and liabilities:
(Increase) decrease in:
Trade accounts receivable 307,250 67,046
Inventories -- 6,469
Prepaid expenses and other current assets 15,269 (170,052
Increase (decrease) in:
Accounts payable (2,653) (66,301)
Accrued expenses (63,618) 7,440
Provision for income taxes -- (95,000)
Deferred revenue - prepaid service contracts -- (896)
----------- ----------
Net Cash provided by (used FOR)
OPERATING ACTIVITIES 65,156 (231,616)
CASH FLOWS FROM INVESTING ACTIVITIES
proceeds from sale of fixed assets 1,735 --
Payment for settlement on sale of service contracts (262,656) --
Payment for service expenses incurred in association
with sale of service contracts (65,844) --
----------- ----------
Net Cash FROM Investing ACTIVITIES (326,765) --
----------- ----------
CASH FLOWS USED FOR INVESTING ACTIVITIES
Proceeds from options exercised 42,800 --
Payment of dividend (1,259,132) --
----------- ----------
Net Cash used for Investing ACTIVITIES (1,216,332) --
----------- ----------
Net (decrease) in cash and cash
equivalents (1,477,941) (231,616)
Cash and cash equivalents, BEGINNING 2,350,692 2,426,279
----------- ----------
Cash and cash equivalents, ending $ 827,751 $ 2,194,663
=========== ==========
See notes to unaudited condensed financial statements.
6
Access Solutions International, Inc.
Notes to Unaudited Condensed Financial Statements
1. Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Article 10-01 of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for annual
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three months and six months ended
December 31, 2002 are not necessarily indicative of the results that may be
expected for the year ended June 30, 2003. For further information, refer to the
financial statements and footnotes thereto included in the Access Solutions
International, Inc. ("ASI") annual report on Form 10-KSB for the year ended June
30, 2002.
2. Recent Developments
On September 18, 2002, the Company announced that it had sold its remaining
hardware and software maintenance contracts to Computer Upgrade Corporation
(CUC) of Corona, California, a privately owned, full service integrator
specializing in proven turn-key cross platform storage solutions, for
consideration of one-half of the gross margin on the contracts from July 1, 2002
through July 1, 2004. In consideration of this agreement, Access Solutions paid
CUC $262,656 representing one-half of the accrued but unearned maintenance gross
margin on the contracts in force as of July 1, 2002. The Company had also
incurred approximately $66,000 in service related expenses during the period of
July 1, 2002 through August, 2002 that were not reimbursed by CUC as part of the
sale.
Having maximized the value of its maintenance contracts, the Board of Directors
unanimously approved a plan of complete liquidation and dissolution of the
Company (the "Plan"), subject to stockholder approval. Within the terms of the
Plan, the Company would sell its remaining assets, including inventory, property
and equipment and intellectual property, discharge its liabilities and
distribute the net proceeds to stockholders.
On November 26, the stockholder meeting was held. However, with an insufficient
number of proxy votes available to achieve a quorum, the meeting was adjourned
and rescheduled for December 23, 2003. The Company promptly engaged an outside
shareholder services firm to solicit previously unvoted proxies. On December 23,
2003 the special stockholder meeting reconvened. This time, with a quorum
present, stockholders overwhelmingly approved the Plan.
The Company plans to file a Certificate of Dissolution, and stockholders will
then be eligible to share in the liquidation proceeds based on their
proportionate interest at the time. Holders of the Company's options will need
to exercise those options prior to the date the Certificate of Dissolution is
filed in order to share in the liquidation proceeds. Under Delaware law the
Company will remain in existence as a non-operating entity for three years from
the date the Company files a Certificate of Dissolution in Delaware, and will
maintain a certain level of reserves to cover any remaining liabilities and pay
operating costs during the dissolution period. During the dissolution period,
the Company will attempt to convert its remaining assets into cash and settle
its liabilities as expeditiously as possible.
7
Access Solutions International, Inc.
Notes to Unaudited Condensed Financial Statements
On November 26, 2002, anticipating stockholder approval of the Plan, the Board
of Directors declared a cash dividend of $.28 per share payable on December 26,
2002 to holders as of December 13, 2002. A portion of the Company's assets will
continue to be held in a contingency reserve, and the Board of Directors
anticipates that stockholders may periodically receive additional distributions
subsequent to the initial distribution.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Overview
ASI assembled and supported mainframe information storage and retrieval systems,
including both software and hardware, for large companies. ASI's COLD and
optical disk storage systems, which were marketed under the brand names OAS and
GIGAPAGE, and GIGAPAGE DASDI, were sold principally to a limited number of large
organizations that had the need to store and retrieve large quantities of
computer-generated data. ASI had no system sales in the current quarter. ASI
also sold extended service contracts on the majority of the products it has
sold. Such contracts were generally one year in duration with payments received
in advance of the commencement of the contract. ASI recognized revenue from
service contracts on a straight-line basis over the term of the contract. The
unearned portion of the service revenue was then reflected as deferred revenue.
As of December 31, 2002, ASI had no deferred revenue since all the service
contracts had been sold as of July 1, 2002 and the Company's share of that
revenue has been recognized.
ASI's primary operating expenses include general and administrative expenses.
General and administrative expenses in the second quarter consisted primarily of
employee compensation, insurance premiums, legal fees, stockholder services
fees, and normal contractual services.
On September 18, 2002, the Company announced that it had sold all of its
remaining hardware and software maintenance contracts to Computer Upgrade
Corporation, a full service integrator specializing in proven turn-key cross
platform storage solutions for consideration of one-half of the gross margin on
the contracts from July 1, 2002 through July 1, 2004. Reflecting the downsizing
of the business, the Company sold its remaining inventory, closed down its base
of operations in North Kingstown, RI on October 31, 2002 and moved the remaining
administrative functions to a smaller office in East Greenwich, RI. A majority
of fixed assets have been liquidated and staff has been reduced to one part-time
employee.
The Company also announced that its Board of Directors had unanimously approved
a plan of complete liquidation and dissolution of the Company, subject to
stockholder approval. A special meeting of stockholders was held on December 23,
2002 where the Plan was approved. The Company plans to sell its remaining assets
including any furniture, equipment, and intellectual property, discharge its
liabilities and distribute the net proceeds to stockholders over a period of up
to three years.
Now that the stockholders have approved the plan, the Company plans to file a
Certificate of Dissolution, and stockholders will then be eligible to share in
the liquidation proceeds based on their proportionate interest at the time.
Holders of the Company's options will need to exercise those options prior to
the date the Certificate of Dissolution is filed in order to share in the
liquidation proceeds. Under Delaware law the Company will remain in existence as
a non-operating entity for three years from the date the Company files a
Certificate of Dissolution in Delaware, and will maintain a certain level of
reserves to cover any remaining liabilities and pay operating costs during the
dissolution period. During the dissolution period, the Company will attempt to
convert its remaining assets into cash and settle its liabilities as
expeditiously as possible.
On November 26, 2002, the Board of Directors declared a dividend of $.28 per
share, which was paid to stockholders on or about December 26, 2002. A portion
of the Company's assets will be held in a contingency reserve, and the Board of
Directors anticipates that stockholders may periodically receive additional
distributions subsequent to the final distribution.
8
Results of Operations
The following discussion should be read in conjunction with the unaudited
condensed financial statements and notes thereto of Access Solutions
International, Inc. contained elsewhere herein.
Three Months and Six Months Ended December 31, 2002 Compared to Three Months and
Six Months Ended December 31, 2001
Net Sales
On September 18, 2002, the Company announced that it had sold all of its
remaining hardware and software maintenance contracts to Computer Upgrade
Corporation for consideration of one-half of the gross margin on the contracts
from July 1, 2002 through July 1, 2004. As a result of the sale of the Company's
main business, there were no net sales for the three months ended December 31,
2002 compared with $168,720 for the three months ended December 31, 2001. Net
sales for the six months ended December 31, 2002, decreased $319,665 or 95% to
$18,000 compared with $337,665 for the six months ended December 31, 2001. There
were no product sales in Fiscal 2003 compared with $12,576 for the second
quarter of Fiscal 2002 and $12,576 for the six months ended December 31, 2001.
Service revenues were $0 for the second quarter of Fiscal 2003, compared with
$161,059 for the second quarter of Fiscal 2002 and $18,000 for the six months
ended December 31, 2002 compared with $325,089 for the six months ended December
31, 2001, a decrease of $307,089 or 94%. The sale in the current year was
related to non-contractual services.
Cost of Sales
Cost of sales includes component costs, labor, travel and certain overhead
costs. As a result of the sale of the Company's hardware and service contracts,
cost of sales decreased proportionately. Cost of sales in the aggregate
decreased to $0 for the three months ended December 31, 2002 from $42,516 for
the three months ended December 31, 2001 and decreased to $11,829, an 85%
decrease, for the six months ended December 31, 2002 from $78,796 for the six
months ended December 31, 2001.
The cost of product sales was $0 for both the three months ended December 31,
2002 and the six months ended December 31, 2002 compared with $1,202 for the
three months ended December 31, 2001 and $1,317 for the six months ended
December 31, 2001. The cost of services was $0 for the three months ended
December 31, 2002 compared with $41,314 for the three months ended December 31,
2001 and $11,289 for the six months ended December 31, 2002 compared with
$77,479 for the six months ended December 31, 2001. Those costs incurred during
the first quarter of Fiscal 2003 were directly related to the performance of
non-contractual service calls.
General and Administrative Expenses
General and administrative expenses this fiscal year consisted primarily of
employee compensation, legal fees, stockholder services, and normal contractual
services, including director and officer liability insurance. General and
administrative expenses increased 25% or $29,954 to $151,952 for the three
months ended December 31, 2002 from $121,998 for the three months ended December
31, 2001, while decreasing 3% or $7,592 to $260,299 for the six months ended
December 31, 2002 from $267,891 for the six months ended December 31, 2001.
Savings realized during the first quarter of Fiscal 2003 were largely offset in
the second quarter by one-time personnel costs associated with staff downsizing,
legal and stockholder services, and contractual services.
Selling Expenses
Selling and customer service expenses decreased to $0 for the three months ended
December 31, 2002 from $33,123 for the three months ended December 31, 2001 and
to $564 for the six months ended December 31, 2002 from $66,980 for the six
months ended December 31, 2001. This decrease resulted from the sale of ASI's
maintenance contracts.
9
Other Income and Expenses
Other income and expenses consisted of the gain on the sale of ASI's maintenance
business, the gain on the disposal of assets, payments on the PaperClip's note,
and interest income. For the six months ended December 31, 2002, ASI realized a
net gain of $97,968 on the sale of its prepaid hardware and software maintenance
contracts. A net gain of $691 for the quarter ended December 31, 2002 and $712
for the six months ended December 31, 2002 was derived from the disposal of
various assets. Interest income decreased $4,432 from $19,392 for the three
months ended December 31, 2001 to $14,960 for the three months ended December
31, 2002 and decreased $15,091 to $32,961 for the six months ended December 31,
2002 from $48,052 for the six months ended December 31, 2001. This decrease was
largely attributed to a drop in interest rates and investment balances.
Miscellaneous income of $23,620 and $47,239, respectively, remained unchanged
for both the quarter and the six months ended December 31, 2002 from the quarter
ended December 31, 2001. For both years, this income represented monthly
repayments of principal on the note receivable from PaperClip Software, Inc.,
which is fully reserved for as of December 31, 2002. Consequently, other income
and expenses in the aggregate decreased $3,741 or 9% to $39,271 of income for
the three months ended December 31, 2002 from income of $43,012 for the three
months ended December 31, 2001. However, for the six months ended December 31,
2002, net other income and expenses increased $83,589 or 88% to $178,880 income
from $95,291 income for the six months ended December 31, 2001.
Net Income (Loss)
As a result of the foregoing, ASI realized a net loss of $112,681 ($.03 per
share on 4,142,273 weighted average shares outstanding) for the three months
ended December 31, 2002, a decrease of $126,776 from a net profit of $14,095
($.00 per share on 3,963,940 weighted average shares outstanding) during the
three months ended December 31, 2001 and a net loss of $75,812 ($.02 per share
on 4,053,107 weighted average shares outstanding) for the six months ended
December 31, 2002, a decrease of $95,101 from a net profit of $19,289 ($.00 per
share on 3,963,940 weighted average shares outstanding) during the six months
ended December 31, 2001
Liquidity and Capital Resources
ASI had a working capital surplus of $717,157 as of December 31, 2002 compared
to a working capital surplus of $1,917,871 at December 31, 2001.
Total cash provided by operating activities during the six-month period ended
December 31, 2002 was $65,156, compared to the six-month period ended December
31, 2001 in which operating activities used a total of $231,616. For the six
months ended December 31, 2002, the major use of cash was related to the sale of
ASI's maintenance contracts to Computer Upgrade Corporation, which includes
customer service related costs, and the settlement price. The major source of
cash for that period was the collection of outstanding trade accounts
receivable. Cash used during the six-month period ended December 31, 2001 was
primarily the result of the prepayment of income taxes, the repayment of old
payables and a reduction in prepaid service contracts.
Total cash used for investing activities during the six-month period ended
December 31, 2002 was related to the sale of service contracts. Access Solutions
paid CUC $262,656 representing one-half of the accrued but unearned maintenance
gross margin on the contracts in force as of July 1, 2002. The Company had also
incurred approximately $65,844 in service related expenses during the period of
July 1, 2002 through August, 2002 that were not reimbursed by CUC as part of the
sale. In comparison, no cash was used for investing activities during the six
months ended December 31, 2001.
10
Cash used for stockholder-related investment activities totaled $1,216,332 for
the six months ended December 31, 2002. Outstanding options were exercised for
$42,800, and dividends were paid out to the amount of $1,259,132. There was no
stockholder related activity in the previous year.
As a result of the foregoing, total cash used by the Company totaled $1,477,941
for the six months ended December 31, 2002 compared with $231,616 for the six
months ended December 31, 2001.
Seasonality and Inflation
To date, seasonality and inflation have not had a material effect on ASI's
operations.
Forward Looking Statements
Statements contained in this Form 10-QSB that are not historical facts are
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. In addition, words such as
"believes", "will", "should", "anticipates", "expects" and similar expressions
are intended to identify forward looking statements. These statements are based
on current information that we have assessed but which by its nature is dynamic
and subject to rapid and even abrupt changes. Such statements contain a number
of risks and uncertainties, including, but not limited to the announced sale of
the Company's remaining hardware and software maintenance contracts and the plan
of complete liquidation and dissolution of the Company. ASI cautions that its
actual results could differ materially from those stated or implied by our
forward-looking statements due to risks and uncertainties associated with the
wind down of our business. Results of operations in any past period should not
be considered indicative of results to be expected in future periods.
Fluctuations in operating results may result in fluctuations in the price of
ASI's securities.
Risk Factors
This Quarterly Report on Form 10-Q contains certain forward looking statements,
including statements concerning the Company's future financial results from the
sale of assets and settlement of liabilities, dissolution proceedings, and
distribution of proceeds to stockholders. Some remaining assets of the Company
may be difficult for us to convert into cash, and we can make no assurance that
we will receive any material amounts in respect of such assets. No assurance can
be given that the amount to be received in liquidation will equal or exceed the
price or prices at which the Common Stock traded prior to our dissolution. In
addition, you should keep in mind that the risks described in the Annual Report
Form10-K are not the only risks that we face. The risks described in the Annual
Report 10-K are the risks that we currently believe are material to the Company.
However, additional risks not presently known to us, or risks that we currently
believe are immaterial, may also impair our ability to distribute proceeds to
our stockholders. You should also refer to the other information set forth in
the Annual Report Form 10-K, including the discussions set forth in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business," as well as our financial statements and the related
notes.
There can be no assurance that the liquidation value per share of Common Stock
in the hands of the stockholders will equal or exceed the price or prices at
which the Common Stock has recently traded or may trade at in the future, or
that the liquidation value will exceed zero. However, the Board of Directors
believes that it is in the best interests of the Company and its stockholders to
distribute to the stockholders the Company's net assets, if any, pursuant to the
Plan.
11
Item 3. Controls and Procedures
Management, including the President and Chief Executive Officer and the Chief
Financial Officer and Treasurer, evaluated our disclosure controls and
procedures (as defined in Rules 13a - 14 and 15d - 14 under the Securities
Exchange Act of 1934, as amended) within 90 days prior to the filing date of
this quarterly report. Based on this evaluation, the President and Chief
Executive Officer and the Chief Financial Officer and Treasurer concluded that
our disclosure controls and procedures are effective. There were no significant
changes in our internal controls or in other factors that could significantly
affect those controls since the date of the evaluation.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
a. The meeting was held on December 23, 2002 and was a special meeting
of stockholders.
b. N/A
c. Approval of the Plan of Complete Liquidation and Dissolution:
2,448,780 votes for
7,632 votes against
6,570 abstentions
0 broker non votes
d. N/A
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
--------
None
(b) Reports on Form 8-K
-------------------
Current Report of 10K filed on December 5, 2002(announcing
adjournment of special meeting and payment of dividend)
12
CERTIFICATION
Each of the undersigned, being the Chief Executive Officer and the Chief
Financial Officer of Access Solutions, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Access
Solutions, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report. 4.
The registrant's other certifying officers and we are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a - 14 and 15d - 14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and we have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial date and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and we have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
13
Access Solutions International, Inc.
(Registrant)
/s/ Robert H. Stone
-------------------------------------
Date: February 14, 2003 President and Chief Executive Officer
/s/ Thomas E. Gardner
-------------------------------------
Chief Financial Officer and Treasurer
14