United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
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(Mark One)
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Quarterly Period ended March 31, 2003
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.
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(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
----------------------------------
Formerly
650 Ten Rod Road
North Kingstown, Rhode Island 02852
(Address of principal executive offices)
(401) 885-5544
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(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 April 30, 2003 was 4,498,940.
Access Solutions International, Inc.
INDEX
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PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Condensed balance sheets--March 31, 2003 (unaudited)
and June 30, 2002 3
Condensed (unaudited) statements of operations --Three
months and nine months ended March 31, 2003 and 2002 5
Condensed (unaudited) statements of cash flows -- Nine
months ended March 31, 2003 and 2002 6
Notes to unaudited condensed financial statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Controls and Procedures 13
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
Certification 14
2
Access Solutions International, Inc.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Access Solutions International, Inc.
Condensed Balance Sheets
March 31, June 30,
2003 2002
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 997,242 $2,350,692
Trade accounts receivable, net of allowance for
doubtful accounts of $0 and $17,375,
respectively 200 290,668
Inventories -- 15,003
Prepaid expenses and other current assets 15,040 18,287
---------- ----------
Total current assets 1,012,482 2,674,650
Fixed assets, net -- 1,798
---------- ----------
Total assets $1,012,482 $2,676,448
========== ==========
See notes to condensed financial statements.
3
Access Solutions International, Inc.
Condensed Balance Sheets
March 31, June 30,
2003 2002
(Unaudited)
Liabilities and stockholders' deficit
Current liabilities:
Accounts payable $ 128,073 $ 147,156
Accrued salaries and wages -- 22,069
Accrued expenses 15,935 65,004
Deferred revenue-prepaid service contract -- 432,918
------------ ------------
Total current liabilities 144,008 667,147
------------ ------------
Total liabilities 144,008 667,147
------------ ------------
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 (16,833,616) (15,649,989)
------------ ------------
Total 886,530 2,027,357
Treasury stock, at cost (1,259 shares) (18,056) (18,056)
------------ ------------
Total stockholders' equity 868,474 2,009,301
------------ ------------
Total liabilities and stockholders' equity $ 1,012,482 $ 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 Nine Months
Ended March 31, Ended March 31,
2003 2002 2003 2002
----------- ----------- ----------- -----------
Net sales:
Products $ -- $ 3,750 $ -- $ 16,326
Services -- 175,343 18,000 500,433
----------- ----------- ----------- -----------
Total net sales -- 179,093 18,000 516,759
----------- ----------- ----------- -----------
Cost of sales:
Products -- -- --
1,317
Services -- 42,544 11,829 120,024
----------- ----------- ----------- -----------
Total cost of sales -- 42,544 11,829 121,341
----------- ----------- ----------- -----------
Gross profit -- 136,549 6,171 395,418
----------- ----------- ----------- -----------
Operating expenses:
Selling expense -- 30,037 29,506 97,016
General and administrative expense 58,182 118,490 289,539 386,382
----------- ----------- ----------- -----------
Total operating expenses 58,182 148,527 319,045 483,398
----------- ----------- ----------- -----------
Loss from operations (58,182) (11,978) (312,874) (87,980)
----------- ----------- ----------- -----------
Other revenue:
Gain on sale of service contracts, -- -- 97,968 --
net of expenses
Gain on sale of PaperClip preferred stock, 106,986 -- 106,986 --
net of expenses
Gain on sale of PaperClip Note, 101,382 -- 101,382 --
net of expenses
Gain on disposal of assets, -- -- 712 --
net of expenses
Interest income 1,131 17,293 34,092 65,345
Miscellaneous income -- 23,620 47,239 70,859
----------- ----------- ----------- -----------
Total other revenue 209,499 40,913 388,379 136,204
----------- ----------- ----------- -----------
Net income $ 28,935 $ 75,505 $ 48,224 $ 151,317
=========== =========== =========== ===========
Primary net income per common share 0.03 0.01 0.02 0.01
Weighted average number of
common shares 4,498,940 3,963,940 4,201,718 3,963,940
See notes to unaudited condensed financial statements.
5
Access Solutions International, Inc.
Condensed Statements of Cash Flows (Unaudited)
For the Nine Months Ended
March 31,
Cash flows from operating activities 2003 2002
Net income $ 75,505 $ 48,224
----------- -----------
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) --
Gain on sale of PaperClip preferred stock (106,986) --
Gain on sale of PaperClip note (101,382) --
Depreciation and amortization 775 3,934
Provision for doubtful accounts (17,375) 13,031
Changes in operating assets and liabilities:
(Increase) decrease in:
Trade accounts receivable 307,843 107,112
Inventories -- 6,469
Prepaid expenses and other current assets 11,800 17,831
Increase (decrease) in:
Accounts payable (19,083) (80,791)
Accrued expenses (71,138) (15,705)
Provision for income taxes -- (95,000)
Deferred revenue - prepaid service contracts -- (92,533)
----------- -----------
Net Cash provided by (used FOR)
OPERATING ACTIVITIES (18,721) (87,428)
----------- -----------
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) --
Proceeds from sale of PaperClip preferred stock 106,986 --
Proceeds from sale of PaperClip note 101,382 --
----------- -----------
Net Cash Used for Investing ACTIVITIES (118,397) --
----------- -----------
CASH FLOWS USED FOR Financing ACTIVITIES
Proceeds from options exercised 42,800 --
Payment of dividend (1,259,132) --
----------- -----------
Net Cash used for Financing ACTIVITIES (1,216,332) --
----------- -----------
Net (decrease) in cash and cash
equivalents (1,353,450) (87,428)
Cash and cash equivalents, BEGINNING 2,350,692 2,426,279
----------- -----------
Cash and cash equivalents, ending $ 997,242 $ 2,338,851
=========== ===========
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 nine months ended
March 31, 2003 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 December 23, 2003, a stockholder meeting was held and, a quorum being
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.
On November 26, 2002, anticipating stockholder approval of the Plan, the Board
of Directors declared a cash dividend of $.28 per share, which was paid 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.
7
In November, 2000, the Company and PaperClip Software, Inc. entered into an
agreement whereby PaperClip's previous indebtedness to ASI in the amount of
$300,000, plus all accrued interest through December 31, 1999 in the amount of
$105,300 would be paid for by the execution and delivery of a new promissory
note from PaperClip to ASI in the aggregate principal amount of $405,300. All
amounts due under this note were to be paid over a period of three (3) years in
thirty-six (36) equal installments of $11,265 beginning January 1, 2001. Since
then, payments remained current. However, due to PaperClip's poor financial
condition ASI had fully reserved for the value of the note. The outstanding
balance on December 31, 2002 was approximately $135,176. On March 20, 2003, the
Company signed an agreement with PaperClip in which PaperClip agreed to pay the
Company $101,382 in cash as payment in full for the promissory note. In
connection with the Paperclip note settlement agreement, the Company agreed to
terminate the security agreement securing the payments on the promissory note.
As a result of advances issued to PaperClip from November 12, 1997 through
August 24, 1998 PaperClip was also indebted to ASI in the amount of $2,305,506,
including accrued interest through March 31, 1999. In November, 2000 ASI
exchanged the above indebtedness for 3,649,543 shares of PaperClip's Series A
Preferred Stock, $.01 par value per share. No value had been recorded on the
Company's financial statements for this investment due to PaperClip's
deteriorating stock value and its poor financial condition. On March 20, 2003,
ASI entered into a Stock Purchase agreement with William Weiss, who is the Chief
Executive Officer of PaperClip, in which Mr. Weiss purchased from ASI the
3,649,543 shares of Series A Preferred Paperclip Stock, par value $0.01 per
share. The purchase price for the shares was $106,986.
<
8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
--------------------------------------------------------------------------------
Overview
ASI had no system sales in the current quarter. As of March 31, 2003, ASI had no
deferred revenue since all the service contracts have 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 third quarter consisted primarily of
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, of Corona, CA, 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.
On March 20, 2003, the Company announced that it had signed an agreement with
PaperClip Software, Inc. in which PaperClip agreed to pay the Company $101,382
in cash as payment in full for the Paperclip promissory note held by the
Company. The original principal amount of the Note was $405,530, and the
principal amount outstanding on March 20, 2003 was approximately $135,176 but
the Company had set up an allowance against the note which fully reserved for
its value. In connection with the agreement to settle the promissory note, the
Company agreed to terminate the security agreement securing the payments on the
Note.
On the same date, March 20, 2003, the Company also announced that it had entered
into a Stock Purchase agreement with William Weiss, who is the Chief Executive
Officer of PaperClip, in which Mr. Weiss purchased from ASI its 3,649,543 shares
of Series A Preferred Paperclip Stock, par value $0.01 per share. The purchase
price for the shares was $106,986.
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.
9
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.
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 Nine Months Ended March 31, 2003 Compared to Three Months and
Nine Months Ended March 31, 2002
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 March 31, 2003
compared with $179,093 for the three months ended March 31, 2002. Net sales for
the nine months ended March 31, 2003, decreased $498,759 or 97% to $18,000
compared with $516,759 for the nine months ended March 31, 2002. There were no
product sales in Fiscal 2003 compared with $3,750 for the third quarter of
Fiscal 2002 and $16,326 for the nine months ended March 31, 2002. Service
revenues were $0 for the third quarter of Fiscal 2003, compared with $175,343
for the third quarter of Fiscal 2002 and $18,000 for the nine months ended March
31, 2003 compared with $500,433 for the nine months ended March 31, 2002, a
decrease of $482,433 or 96%. 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 March 31, 2003 from $42,544 for the
three months ended March 31, 2002 and decreased 90% to $11,829 for the nine
months ended March 31, 2003 from $121,341 for the nine months ended March 31,
2002.
The cost of product sales was $0 for both the three months ended March 31, 2003
and the nine months ended March 31, 2003 compared with $0 for the three months
ended March 31, 2002 and $1,317 for the nine months ended March 31, 2002. The
cost of services was $0 for the three months ended March 31, 2003 compared with
$42,544 for the three months ended March 31, 2002 and $11,289 for the nine
months ended March 31, 2003 compared with $120,024 for the nine months ended
March 31, 2002. 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
legal fees, stockholder services, and normal contractual services, including
director and officer liability insurance. General and administrative expenses
decreased 51% or $60,308 to $58,182 for the three months ended March 31, 2003
from $118,490 for the three months ended March 31, 2002, while decreasing 25% or
$96,843 to $289,539 for the nine months ended March 31, 2003 from $386,382 for
the nine months ended March 31, 2002. Year-to-date savings realized during
Fiscal 2003 as a result of downsizing have been mitigated by one-time charges
associated with the termination of personnel, and various stockholder and legal
services.
10
Selling Expenses
Selling and customer service expenses decreased to $0 for the three months ended
March 31, 2003 from $30,037 for the three months ended March 31, 2002 and to
$29,506 for the nine months ended March 31, 2003 from $97,016 for the nine
months ended March 31, 2002. This decrease resulted from the sale of ASI's
maintenance contracts.
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 fixed assets, the gain on the sale of
PaperClip preferred stock, the gain on the sale of PaperClip's promissory note,
payments on the PaperClip's note prior to that sale, and interest income.
During the first quarter of 2003, ASI realized a net gain of $97,968 on the sale
of its prepaid hardware and software maintenance contracts. During the quarter
ended March 31, 2003, proceeds from the sale of PaperClip's Preferred Stock were
$106,986 and from the proceeds from the sale of PaperClip's promissory note were
$101,382. A net gain of $0 for the quarter ended March 31, 2003 and $712 for the
nine months ended March 31, 2003 was derived from the disposal of various
assets.
Interest income decreased $16,163 from $17,293 for the three months ended March
31, 2002 to $1,130 for the three months ended March 31, 2003 and decreased
$31,254 to $34,091 for the nine months ended March 31, 2003 from $65,345 for the
nine months ended March 31, 2002. This decrease was largely attributed to a drop
in interest rates and investment balances.
Miscellaneous income of $23,620 and $70,859 for the quarter and the nine months
ended March 31, 2002 dropped to $0 for the quarter ended March 31, 2003 and
$47,239 for the nine months ended March 31, 2003. For both years, this income
represented monthly repayments of principal on the note receivable from
PaperClip, which had been fully reserved for until the sale of the note on March
20, 2003. No payments were received during the quarter ended March 31, 2003
while negotiations to sell the note were proceeding.
Consequently, other income and expenses in the aggregate increased $168,586 or
412% to $209,499 of income for the three months ended March 31, 2003 from income
of $40,913 for the three months ended March 31, 2002. For the nine months ended
March 31, 2003, net other income and expenses increased $252,175 or 185% to
$388,379 income from $136,204 income for the nine months ended March 31, 2002.
Net Income (Loss)
As a result of the foregoing, ASI realized a net profit of $151,317 ($.03 per
share on 4,498,940 weighted average shares outstanding) for the three months
ended March 31, 2003, an increase of $122,382 from a net profit of $28,935 ($.01
per share on 3,963,940 weighted average shares outstanding) during the three
months ended March 31, 2002 and a net profit of $75,505 ($.02 per share on
4,201,718 weighted average shares outstanding) for the nine months ended March
31, 2003, an increase of $27,281 from a net profit of $48,224 ($.02 per share on
3,963,940 weighted average shares outstanding) during the nine months ended
March 31, 2002
11
Liquidity and Capital Resources
ASI had a working capital surplus of $868,474 as of March 31, 2003 compared to a
working capital surplus of $1,948,007 at March 31, 2002.
Total cash used for operating activities during the nine-month period ended
March 31, 2003 was $18,721, compared to the nine-month period ended March 31,
2002 in which operating activities used a total of $87,428. For the nine months
ended March 31, 2003, 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 nine-month period ended March 31, 2002 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 nine-month period ended
March 31, 2003 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. Total cash provided by investments was derived from the sale of
PaperClip's promissory note and from the sale of PaperClip's preferred stock. In
comparison, no cash was used for or provided by investing activities during the
nine months ended March 31, 2002.
Cash used for stockholder-related financing activities totaled $1,216,332 for
the nine months ended March 31, 2003. 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 $1,353,450
for the nine months ended March 31, 2003 compared with $87,428 for the nine
months ended March 31, 2002.
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.
12
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.
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 March 20, 2003 (announcing the
disposition of certain assets) 13
13
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 data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; 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.
Access Solutions International, Inc.
(Registrant)
Date: May 14, 2003
/s/ Robert H. Stone
--------------------------------------
President and Chief Executive Officer
/s/ Thomas E. Gardner
--------------------------------------
Chief Financial Officer and Treasurer
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