<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549
                                        
                                   FORM 10-Q
                                        
               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                                        
                    For the Quarter Ended December 27, 1998
                                        

                        Commission file number 0-21294

                               ASECO CORPORATION
            (Exact name of registrant as specified in its charter)


            Delaware                                              04-2816806
   (State or other jurisdiction of                           (I.R.S. Employer
    incorporation or organization)                           Identification No.)
        


           500 Donald Lynch Boulevard, Marlboro, Massachusetts 01752
                   (Address of principal executive offices)


                                 (508)481-8896
             (Registrant's telephone number, including area code)

                                        
                                        
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

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


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of December 27, 1998.


                Common Stock, $.01 par value                      3,779,313
                   (Title of each class)                      (Number of shares)

                                       1
<PAGE>
 
                               ASECO CORPORATION

                               TABLE OF CONTENTS
                                        

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>         <C>                                                           <C>
PART I.     FINANCIAL INFORMATION

Item 1.     Condensed Consolidated Financial Statements
 
            Condensed Consolidated Balance Sheets (unaudited)
            at December 27, 1998 and March 29, 1998                          3

            Condensed Consolidated Statements of Operations (unaudited)
            for the three months and nine months ended December 27, 1998
            and December 28, 1997                                            4
 
            Condensed Consolidated Statements of Cash Flows (unaudited)
            for the nine months ended December 27, 1998 and
            December 28, 1997                                                5
 
            Notes to Condensed Consolidated Financial Statements           6-7
 
Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations                           8-11
 
PART II.    OTHER INFORMATION
 
Item 1.     Legal Proceedings                                               12
 
Item 2.     Changes in Securities and Use of Proceeds                       12
 
Item 3.     Defaults upon Senior Securities                                 12
 
Item 4.     Submission of Matters to a Vote of Security Holders             12
 
Item 5.     Other Information                                               12
 
Item 6.     Exhibits and Reports on Form 8-K                                12

     Signatures
</TABLE>

                                       2
<PAGE>
 
PART I.  FINANCIAL INFORMATION
Item 1.  Condensed Consolidated Financial Statements

                               ASECO CORPORATION
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (unaudited)
<TABLE>
<CAPTION>
                                                 December 27,        March 29,
(in thousands, except share and per share data)      1998               1998
------------------------------------------------------------------------------
<S>                                              <C>                 <C> 
ASSETS                                                              
Current Assets                                                      
  Cash and cash equivalents                          $ 1,126          $ 4,431
  Accounts receivable, less allowance                               
    for doubtful accounts of $754 at                                
    December 27, 1998 and $781 at                                   
    March 29, 1998                                     3,991            9,140
  Inventories, net                                    11,279           11,875
  Prepaid expenses and other current                                
    assets                                             3,012            2,761
                                                   ---------         --------
          Total current assets                        19,408           28,207
                                                                    
Plant and equipment, at cost                           8,520            8,796
Less accumulated depreciation and                                   
  amortization                                         5,349            4,755
                                                   ---------         --------
                                                       3,171            4,041
Other assets, net                                        772            1,443
                                                     $23,351          $33,691
                                                   =========         ========
                                                                    
LIABILITIES AND STOCKHOLDERS' EQUITY                                
Current liabilities                                                 
    Borrowings on line of credit                     $   372          $    --
    Accounts payable                                   1,876            4,591
    Accrued expenses                                   3,100            4,886
    Current portion of capital lease                                
     obligations                                           9               13
                                                   ---------         --------
                                                                    
        Total current liabilities                      5,357            9,490
                                                                    
Deferred  taxes payable                                  594              594
Long-term capital lease obligations                        8               25
                                                                    
Stockholders' equity                                                
                                                                    
Preferred stock, $.01 par value,                                    
  1,000,000 shares authorized, none                                 
  issued and outstanding                                 ---              ---
Common stock, $.01 par value:                                       
  Authorized 15,000,000 shares, issued                              
  and outstanding 3,779,313 and  3,731,718                          
  shares at December 27, 1998 and March 29,                         
  1998, respectively                                      38               38
                                                                    
Additional paid in capital                            18,253           18,203
Retained earnings                                       (963)           5,291
Foreign currency translation adjustment                   64               50
                                                   ---------         --------
       Total stockholders' equity                     17,392           23,582
                                                     $23,351          $33,691
                                                   =========         ========
</TABLE>
            See notes to condensed consolidated financial statements

                                       3
<PAGE>
 
                               ASECO CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (unaudited)

<TABLE>
<CAPTION>
(in thousands, except share and per share data)
                                       Three months ended                   Nine months ended
                                 December 27,     December 28,        December 27,      December 28, 
                                   1998             1997                1998              1997
---------------------------------------------------------------------------------------------------
<S>                             <C>              <C>                 <C>               <C>    
Net sales                        $    4,288       $   13,551          $   15,313        $   33,974
Cost of sales                         2,745            7,438              10,447            18,511
                                 ----------       ----------          ----------        ----------
      Gross  profit                   1,543            6,113               4,866            15,463
Research and development costs        1,103            1,945               3,980             4,866
Selling, general and                                                                   
 administrative expense               1,951            3,288               6,488             8,746
Restructuring charge                     --               --               1,300                --
Acquired in-process research                                                           
 and development                         --               --                  --             4,900
                                 ----------       ----------          ----------        ----------
      Income (loss) from
       operations                    (1,511)             880              (6,902)           (3,049)

Other income (expense):                                                                
      Interest income                    37               42                  95               295
      Interest expense                  (70)             (64)               (129)             (103)
      Other, net                        (18)             (33)                 (7)              (44)
                                 ----------       ----------          ----------        ----------
                                        (51)             (55)                (41)              148
Income (loss) before income  
 taxes                               (1,562)             825              (6,943)           (2,901)
Income tax (benefit) expense             --              337                (689)              933
                                 ----------       ----------          ----------        ----------
Net income (loss)                $   (1,562)      $      488          $   (6,254)       $   (3,834)
                                 ==========       ==========          ==========        ==========
Earnings (loss) per share,
 basic                              ($ 0.41)           $0.13             ($ 1.67)          ($ 1.04)
Shares used to compute                                                                 
 earnings (loss) per share,
 basic                            3,779,000        3,714,000           3,749,000         3,688,000
Earnings (loss) per share, 
 diluted                         $    (0.41)      $     0.13          $    (1.67)       $    (1.04)
Shares used to compute                                                                 
 earnings (loss) per share,
 diluted                          3,779,000        3,876,000           3,749,000         3,688,000
</TABLE>
            See notes to condensed consolidated financial statements

                                       4
<PAGE>
 
                               ASECO CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)

(in thousands)
<TABLE>
<CAPTION>
                                                             Nine months ended
                                                       ------------------------------
                                                       December 27,      December 28,
                                                          1998              1997
-------------------------------------------------------------------------------------
<S>                                                   <C>                 <C>
Operating activities:                               
   Net (loss)                                             $(6,254)         $ (3,834)
      Adjustments to reconcile net (loss) to net                           
       cash used in operating activities:                                  
      Depreciation and amortization                         1,427             1,003
      Acquired in-process research and development             --             4,900
      Loss on sale of plant and equipment                       5                --
      Restructuring charge                                  1,300                --
      Inventory write-off                                     850                --
      Changes in assets and liabilities:                                   
        Accounts receivable                                 5,112            (1,639)
        Inventories, net                                     (629)           (3,309)
        Prepaid expenses and other current assets             (50)             (865)
        Accounts payable and accrued expenses              (4,964)             (815)
        Income taxes payable                                   --               227
                                                          -------          --------
                                                                           
            Total adjustments                               3,051              (498)
                                                          -------          --------
                                                                           
            Cash used in operating  activities             (3,203)           (4,332)
                                                                           
Investing activities:                                                      
    Acquisitions net of cash acquired                          --            (6,079)
    Proceeds from sale of plant and equipment                  39                --
    Acquisition of plant and equipment                       (360)           (1,296)
    Increase in software development costs and                             
    other assets                                             (186)             (295)
                                                          -------          --------
                                                                           
            Cash used in investing activities                (507)           (7,670)
                                                                           
Financing activities:                                                      
    Net proceeds from issuance of common stock                 50               337
    Borrowings on line of credit                              372              (225)
    Payments of long-term capital lease obligations           (21)              (11)
                                                          -------          --------
                                                                           
            Cash provided by financing activities             401               101
                                                          -------          --------
                                                                           
Effect of exchange rate changes on cash                         4                 4
            Net decrease in cash and cash equivalents      (3,305)          (11,897)
                                                                           
Cash and cash equivalents at the beginning of period        4,431            14,082
                                                          -------          --------
                                                                           
Cash and cash equivalents at the end of period            $ 1,126          $  2,185
                                                          =======          ========
</TABLE>
            See notes to condensed consolidated financial statements

                                       5
<PAGE>
 
                               ASECO CORPORATION
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                      NINE MONTHS ENDED DECEMBER 27, 1998
                                        

1.  The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and 
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete 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 and nine month
periods ended December 27, 1998 are not necessarily indicative of the results
that may be expected for the year ended March 28, 1999. For further information,
refer to the consolidated financial statements and footnotes thereto included in
the Company's annual report on Form 10-K for the year ended March 29, 1998.

2.  In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share" which the Company
adopted in the third quarter of fiscal 1998. Statement 128 replaced the
previously reported primary and fully diluted earnings per share with basic and
diluted earnings per share. Unlike primary earnings per share, basic earnings
per share excludes any dilutive effects of options, warrants, and convertible
securities. Diluted earnings per share is very similar to the previously
reported fully diluted earnings per share. All earnings per share amounts for
all periods have been presented, and where necessary, restated to conform to the
Statement 128 requirements.

3.  In 1997, the Financial Accounting Standards Board issued Statement No. 130,
"Reporting Comprehensive Income" which establishes standards for the reporting
and display of comprehensive income and its components in a full set of general-
purpose financial statements. Under this standard, certain revenues, expenses,
gains, and losses recognized during the period are included in comprehensive
income, regardless of whether they are considered to be results of operations of
the period. During the third quarter of fiscal 1999 total comprehensive loss
amounted to $1,573,000 versus comprehensive income of $516,000 for the third
quarter of fiscal 1998. Comprehensive loss for the first nine months of fiscal
1999 was $6,242,000 versus comprehensive loss for the first nine months of
fiscal 1998 of $3,786,000. The difference between comprehensive income/loss and
net income/loss as reported on the Consolidated Statements of Operations is
attributable to the foreign currency translation adjustment.

4.  Inventories consisted of:

<TABLE>
<CAPTION>
(in thousands)
                                December 27,             March 29,
                                    1998                   1998
                                    ----                   ----
<S>                            <C>                      <C> 
Raw Material                      $ 6,869                $ 5,612
Work in Process                     3,484                  4,712
Finished Goods                        926                  1,551
                                  -------                -------
                                  $11,279                $11,875
                                  =======                =======
</TABLE>

                                       6
<PAGE>
 
5.   On May 23, 1997, the Company acquired 100% of the outstanding stock of
Western Equipment Developments (Holdings) Ltd. ("WED") for approximately
$6,100,000 in cash.  WED designs, manufactures and markets integrated circuit
wafer handling robot and inspection systems used to load, sort, transport and
inspect wafers during the semiconductor manufacturing process.  The acquisition
was accounted for as a purchase and accordingly, the results of operations of
the acquired business have been included in the Company's consolidated financial
statements commencing May 23, 1997.  The Company's initial allocation of the
purchase price at the date of acquisition resulted in an estimate of acquired
in-process research and development of $4,900,000 recorded in the first quarter
of fiscal 1998. During fiscal 1998, the Company determined that certain acquired
technology was not as developed as originally expected, and certain in-process
technology would require more time to develop than originally anticipated.  At
the end of fiscal 1998, the Company completed the allocation of the purchase
price which resulted in an additional in-process research and development charge
of $1,200,000 resulting in an aggregate fiscal 1998 charge of $6,100,000.  The
following table summarizes the unaudited pro-forma consolidated results of
operations as if the acquisition had been made as of March 31, 1997, including
the aggregate acquired in-process research and development charge of $6,100,000
as if expensed on that date:

<TABLE>
<CAPTION>
                                       Nine months ended
                                       -----------------
                                         December 28,
                                             1997
                                       -----------------
<S>                                <C>     
Net sales                                  $35,002
Net loss                                    (6,423)
Earnings (loss) per share                  $ (1.76)
</TABLE>


6. In the second quarter of fiscal 1999, the Company announced a plan to
consolidate its UK wafer handling and inspection manufacturing operations. This
plan includes the closure of the Company's UK facility and related transfer of
manufacturing operations to the United States as well as the discontinuation of
several older product models in an effort to focus the operation's product
offerings. In conjunction with this plan, the Company recorded a $2.2 million
special charge including a $850,000 charge to cost of sales for inventory write-
downs related to product discontinuations and a $1.3 million restructuring
charge in the second quarter of fiscal 1999. The principal components of the
restructuring charge include $627,000 for write-down of fixed and other long
term assets, $241,000 for severance related charges, $188,000 for a write-down
of goodwill related to the impairment of such assets indicated using estimated
future cash flows, and $65,000 of lease termination and related costs. As of
January 1999 the closure and transfer were substantially complete. Fixed assets
written down were disposed of and a significant component of severance related
costs were paid.

                                       7
<PAGE>
 
Item 2.

Management's Discussion and Analysis of Financial Condition and
Results of Operations

Three and nine months ended December  27, 1998 and December 28, 1997

Results of Operations
---------------------

Net sales for the third quarter of fiscal 1999 decreased  68% to $4.3 million
compared to $13.6 million for the third quarter of fiscal 1998.  Net sales for
the first nine months of fiscal 1999 decreased 55% to $15.3 million compared to
$34.0 million for the first nine months of fiscal 1998.  The decrease in net
sales resulted from fewer unit shipments in fiscal 1999 compared to fiscal 1998
as a result of an industry wide market downturn.

International sales represented approximately 44% of net sales for the third
quarter of fiscal 1999 versus 47% in the third quarter of fiscal 1998.  On a
year to date basis, export sales represented 43% of net sales compared to 39% in
the same period last year.  Year to date approximately 84% of all international
sales were to customers located in the Pacific Rim region.

In the second quarter of fiscal 1999, the Company announced a plan to
consolidate its UK wafer handling and inspection manufacturing operations. This
plan includes the closure of the Company's UK facility and related transfer of
manufacturing operations to the United States as well as the discontinuation of
several older product models in an effort to focus the operation's product
offerings. (See Note 6 to the Condensed Consolidated Financial Statements
included herein). In conjunction with this plan, the Company recorded a $2.2
million special charge including a $850,000 charge to cost of sales for
inventory write-downs related to product discontinuations and a $1.3 million
restructuring charge. The principal components of the restructuring charge
include $627,000 for write-down of fixed and other long term assets, $241,000
for severance related charges, $188,000 for a write-down of goodwill related to
the impairment of such assets indicated using estimated future cash flows, and
$65,000 of lease termination and related costs. As of January 1999, the closure
and transfer were substantially complete. Fixed assets were disposed of and a
significant component of severance related costs were paid.

Gross margin for the third quarter of fiscal 1999 was 36% compared to 45% in the
same quarter last year. Gross margin for the first nine months of fiscal 1999
was 32% compared to 46% in the same period last year. The third quarter fiscal
1999 decline in gross margin resulted from higher than normal discounts offered
during the quarter to ensure timing of orders and convert inventory to cash in
the quarter, a product shipment mix including a larger component of the
Company's lower gross margin products and, to a lesser extent, manufacturing
excess capacity resulting from lower production levels. In addition to the above
factors, the decline in gross margin for the first nine months of fiscal 1999
compared to fiscal 1998 was also the result of the $850,000 special charge to
cost of sales recorded in the second quarter of fiscal 1999 (See Note 6 of
Condensed Consolidated Financial Statements).

Research and development expenses decreased 43% to $1.1 million in the third
quarter of fiscal 1999 from $1.9 million in the third quarter of fiscal 1998.
Research and development expenses increased as a percentage of sales to 26% in
the third quarter of fiscal 1999 from 14% in the third quarter of fiscal 1998
due to the decline in net sales.  Research and development expenses decreased
18% to $4.0 million for the first nine months of fiscal 1999 from $4.9 million
for the first nine months of fiscal 1998.  The decrease in research and
development spending in the comparable periods was principally a result of
reduced headcount.  Development spending in the third quarter of fiscal 1999 was
focused on various enhancements and features for the Company's test handler
products.

During the nine month period ended December 28, 1998, the Company recorded a
special charge to earnings of $4.9 million for acquired in-process research and
development related to the initial allocation of the purchase price of the
Company's acquisition of Western Equipment Developments Holdings ("WED") (See
Note 5 to the Condensed Consolidated Financial Statements included herein).

                                       8
<PAGE>
 
Selling, general and administrative expenses for the third quarter of fiscal
1999 were $2.0 million versus $3.3 million for the third quarter of fiscal 1998.
Selling, general and administrative expenses for the first nine months of fiscal
1999 were $6.5 million versus $8.7 million for the first nine months of fiscal
1998. The decrease in selling, general and administrative expenses was primarily
the result of workforce reductions, a Company wide freeze on discretionary
spending and the spending reductions realized from the consolidation of the
Company's UK wafer handling and inspection business.

Operating loss in the third quarter of fiscal 1999 was $1.5 million versus
operating income of $880,000 in the third quarter of fiscal 1998.  Operating
loss for the first nine months of fiscal 1999 was $6.9 million versus operating
loss of $3.0 million in the first nine months of fiscal 1998. The year to date
operating loss of $6.9 million is the result of both the $2.2 million special
charge recorded during the second quarter (See Note 6 to the Company's Condensed
Consolidated Financial Statements included herein) and the decline in sales.

The Company recorded no tax provision in the third quarter of fiscal 1999 as no
additional benefits from operating loss carrybacks were available.  The Company
recorded income tax expense of $337,000 in the third quarter of fiscal 1998.
On a year to date basis, the Company recorded income tax benefit of $689,000 in
fiscal 1999 versus income tax expense of $933,000 in fiscal 1998.

As a result of the foregoing, net loss for the third quarter of fiscal 1999 was
$1.6 million, or $0.41 per diluted share, as compared to net income of $488,000,
or $0.13 per diluted share, for the third quarter of  fiscal 1998.  Net loss for
the first nine months of fiscal 1999 was $6.3 million, or $1.67 per diluted
share, as compared to net loss of $3.8 million, or $1.04 per share, for the
first nine months of fiscal 1998.

Liquidity and Capital Resources
-------------------------------

The Company historically has funded its operations primarily through cash flow 
from operations, bank borrowings and the private and public sale of equity 
securities. At December 27, 1998, the Company had cash and cash equivalents of 
approximately $1.1 million and working capital of approximately $14.0 million.

The Company used approximately  $3.2 million of cash from operations during the
first nine months of fiscal 1999.  Accounts receivable decreased generating cash
of approximately $5.0 million in the first nine months of fiscal 1999.   The
overall lower level of accounts receivable at the end of the third quarter of
fiscal 1999 is due to the decrease in sales volume during the nine month period.
For the first nine months of fiscal 1999, the Company used approximately
$629,000 for material purchases which occurred principally in the first quarter
of fiscal 1999 as the Company was not able to reduce its build plan early enough
in the first quarter to facilitate timely cancellation of orders.   Accounts
payable and accrued expenses decreased approximately $5.0 million as a result of
lower business volume.

The Company used approximately $507,000 in cash for investing activities during
the first nine months fiscal 1999.  The Company spent approximately $360,000 on
capital equipment purchases and $186,000 to fund internal software development
costs.

The Company generated cash from financing activities in the first nine months of
fiscal 1999 of $401,000, primarily as a result of borrowings under the working
capital line of credit.

The Company has a $5 million revolving credit line with the bank which expires
in September 1999. At December 27, 1998, borrowings under such credit line were
$372,000 and an additional $1.6 million was available for borrowing. At February
10, 1999, borrowings under such credit line were $475,000 and an additional $1.5
million was available for borrowing. The revolving credit line is secured by all
assets of the Company. The credit agreement establishing this line of credit
prohibits the payment of dividends without the bank's consent and requires
maintenance of specified debt to net worth, current ratios and net income
levels. As of February 10, 1999, the Company was in compliance with all
financial covenants of its credit agreement.

The Company expects to continue to experience a slowdown in the volume of
business due to adverse market conditions in the semiconductor industry.  As a
result, the Company intends to monitor,and further reduce if necessary, its
expenses if projected lower net sales levels continue.  Although the Company
anticipates that it will incur losses in future quarters which will negatively
impact its liquidity position, the Company believes that funds generated from
operations, existing cash balances and 

                                       9
<PAGE>
 
available borrowing capacity will be sufficient to meet the Company's cash
requirements for at least the next twelve months. However, if the Company is 
unable to meet its operating plan, and in particular its forecast for product 
shipments, the Company may require additional capital. There can be no assurance
that if the Company is required to secure additional capital that such capital 
will be available on reasonable terms, if at all, at such time as required by 
the Company.

Year 2000 Compliance
--------------------

Historically certain computer programs have been written using two digits rather
than four to define the applicable year, which could result in a computer
recognizing a date using "00" as the year 1900 rather than the year 2000.  This,
in turn, could result in major system failures or miscalculations, and is
generally referred to as the "Year 2000 Problem".

In the second quarter of fiscal 1999,  Company completed its implementation of a
new enterprise-wide management information system that the vendor has
represented is Year 2000 compliant.  In addition, the Company has completed an
assessment of other software used by the Company for Year 2000 compliance and
has noted no material instances of non-compliance.  On an on-going basis, the
Company reviews each of its new hardware and software purchases to ensure that
it is Year 2000 compliant.  The Company has also conducted a review of its
product line and has determined that most of the products it has sold and will
continue to sell do not require remediation to be Year 2000 compliant.

The Company is in the process of gathering information about the Year 2000
compliance status of its significant suppliers and customers.  The Company
expects to complete this exercise during fiscal 1999.  Additionally, the
compliance status of the Company's external agents who process vital Company
data such as payroll, employee benefits, and banking information have been
queried for Year 2000 compliance.  To date, the Company is not aware of any such
external agent with a Year 2000 issue that would materially impact the Company's
results of operations, liquidity, or capital resources.  However, the Company
has no means of ensuring that external agents will be Year 2000 ready.

To date the Company has incurred approximately $800,000 ($175,000 expensed and
$625,000 capitalized for new systems and equipment) related to all phases of the
Year 2000 compliance initiatives.

Although the Company does not believe that it will incur any additional material
costs or experience material disruptions in its business associated with
preparing its internal systems for Year 2000 compliance, there can be no
assurances that the Company will not experience serious unanticipated negative
consequences and/or material costs caused by undetected errors or defects in the
technology used in its internal systems, which are comprised of third party
software and third party hardware that contain embedded software.

The most reasonably likely worst case scenarios would include (i) corruption of
data contained in the Company's internal information systems relating to, among
other things, manufacturing and customer orders, shipments, billing and
collections, (ii) hardware failure, (iii) the failure of infrastructure services
provided by government agencies and other third parties (i.e., electricity,
phone service, water transport, payroll, employee benefits, etc.), (iv) warranty
and litigation expense associated with third-party software incorporated into
the Company's products that is not Year 2000 compliant, and (v) a decline in
sales resulting from disruptions in the economy generally due to Year 2000
issues.

The Company has contingency plans for certain critical applications and is
working on such plans for others.  These contingency plans involve among other
actions, manual workarounds and adjusting staffing strategies.

Cautionary Statement for Purposes of  "Safe Harbor" Provisions of the Private
-----------------------------------------------------------------------------
Securities Litigation Reform Act of 1995
---------------------------------------

The Company's future results are difficult to predict and may be affected by a
number of  important risk factors including, but not limited to, the factors
listed in the Company's Annual Report on Form 10K for the fiscal year ended
March 29, 1998.  The Company wishes to caution readers that those important
factors, in some cases, have affected, and in the future could affect, the
Company's actual consolidated quarterly or annual operating results and could
cause those actual consolidated quarterly or annual operating results to differ
materially from those expressed in any forward looking statements made by, or on
behalf of, the Company.

                                       10
<PAGE>
 
                               ASECO CORPORATION

                          PART II - OTHER INFORMATION


Item 1.   Legal Proceedings:
 
          None.

Item 2.   Changes in Securities and Use of Proceeds:

          None.

Item 3.   Defaults upon Senior Securities:

          None.

Item 4.   Submissions of Matters to a Vote of Security Holders:

          None.

Item 5.   Other Information:

          None.

Item 6.   Exhibits and reports on Form 8-K:

          a. Exhibits  None

          b. There were no reports on Form 8-K filed for the three months ended
             December 27, 1998.

                                       11
<PAGE>
 
                               ASECO CORPORATION

                                  SIGNATURES


                                        
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.



      Signature                        Title                        Date

/s/ Sebastian J. Sicari      President, Chief Executive       February 10, 1999
-----------------------      Officer,                                     
Sebastian J. Sicari          (principal executive officer)
                             


/s/ Mary R. Barletta         Vice President, Chief            February 10, 1999
---------------------        Financial Officer, Treasurer
Mary R. Barletta             (principal financial and   
                             accounting officer)                         
                        

                                       12