UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

           [X] Quarterly Report Pursuant To Section 13 or 15(d) of The
                         Securities Exchange Act of 1934
                     For the quarter ended January 31, 1999

                     [ ] TRANSITION REPORT UNDER SECTION 13
                       OR 15(d) OF THE Securities Exchange
                                   Act of 1934
         For the transition period from _____________ to _______________

                          Commission file number 0-8422

                           TRANSACT INTERNATIONAL INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


           CONNECTICUT                                   06-0732124
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation  or  organization)


                  22 THORNDAL CIRCLE, DARIEN, CONNECTICUT 06820
                  ---------------------------------------------
                    (Address of principal executive offices)

                                 (203) 656-0777
                           ---------------------------
                           (Issuer's telephone number)


--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS
     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of February 16, 1999 was 6,123,235.

     Transitional Small Business Disclosure Format     YES [ ]  NO [X]

<PAGE>

                           TRANSACT INTERNATIONAL INC.

                  FORM 10-QSB - QUARTER ENDED JANUARY 31, 1999

                                      INDEX

                                                                            Page
                                                                            ----

PART I    FINANCIAL INFORMATION

Item 1    Financial Statements

          Balance Sheets
          January 31, 1999 (Unaudited) and April 30, 1998                      3

          Statements of Operations (Unaudited)
          Three and Nine Months Ended January 31, 1999
          and January 31, 1998                                                 4

          Statements of Cash Flows (Unaudited)
          Nine Months Ended January 31, 1998 and January 31, 1998              5

          Notes to the Financial Statements (Unaudited)                        6

Item 2    Management's Discussion and Analysis of Financial
          Condition and Results of Operations                                  8

PART II   OTHER INFORMATION

Item 6    Exhibits and Reports on Form 8-K                                     9

SIGNATURE                                                                     10

                                       2
<PAGE>

                         PART I : FINANCIAL INFORMATION
                         ------------------------------

                           TRANSACT INTERNATIONAL INC.

                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                      JANUARY 31,      APRIL 30,
                                                                          1999           1998
                                                                      -----------     -----------
ASSETS                                                                (UNAUDITED)
CURRENT ASSETS
<S>                                                                   <C>             <C>
     Cash                                                             $    (3,243)    $    53,307
     Accounts receivable, net of allowance for doubtful
         accounts of $50,000 and $58,000, respectively                    425,552         643,109
     Inventories                                                          108,789         209,121
     Costs and estimated earnings in excess of billings on
         incomplete contracts                                             120,521         114,602
     Prepaid expenses and other current assets                                 --          20,382
                                                                      -----------     -----------
                                    TOTAL CURRENT ASSETS                  651,619       1,040,521
                                                                      -----------     -----------
PROPERTY, PLANT AND EQUIPMENT, AT COST                                    304,782         301,628
     Less accumulated depreciation                                        288,630        (278,677)
                                                                      -----------     -----------
                                                                           16,152          22,951
OTHER ASSETS                                                                2,300           2,300
                                                                      ===========     ===========
                                    TOTAL ASSETS                      $   670,071     $ 1,065,772
                                                                      ===========     ===========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
     Bank borrowings                                                  $     6,250     $    56,250
     Notes payable to stockholders                                         80,509          85,000
     Note payable                                                          50,000              --
     Trade accounts and notes payable                                   1,493,642       1,328,721
     Accrued expenses                                                     405,863         354,065
     Current portion of long-term debt                                     23,657          23,657
     Billings in excess of costs and estimated earnings on
         incomplete contracts                                             173,944         417,807
                                                                      -----------     -----------
                                    TOTAL CURRENT LIABILITIES           2,233,865       2,265,500

STOCKHOLDERS' DEFICIENCY
     Preferred stock, no par value, authorized
         2,000,000 shares, none issued                                         --              --
     Common stock, no par value, authorized
         12,000,000 shares, issued 6,201,735                              852,541         852,541
     Additional paid-in capital                                         5,224,726       5,224,726
     Treasury stock, at cost : 78,500 shares                              (29,606)        (29,606)
     Deficit                                                           (7,611,455)     (7,247,389)
                                                                      -----------     -----------
                                    TOTAL STOCKHOLDERS' DEFICIENCY     (1,563,794)     (1,199,728)
                                                                      ===========     ===========
                  TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY        $   670,071     $ 1,065,772
                                                                      ===========     ===========
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.

                                       3
<PAGE>

                           TRANSACT INTERNATIONAL INC.

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED              NINE MONTHS ENDED
                                     ---------------------------     ---------------------------

                                       1/31/99         1/31/98         1/31/99         1/31/98
                                     -----------     -----------     -----------     -----------
REVENUE:
<S>                                  <C>             <C>             <C>             <C>
     Net sales                       $   168,563     $   613,566     $ 1,263,047     $ 2,848,248
     Licensing fees                       80,000              --         480,000              --
                                     -----------     -----------     -----------     -----------
               Total revenue             248,563         613,566       1,743,047       2,848,248

COSTS AND EXPENSES :
     Cost of sales                       211,930         654,533       1,326,244       2,634,155
     Selling and administrative          211,521         266,165         757,653         876,704
                                     -----------     -----------     -----------     -----------
                                         423,451         920,698       2,083,897       3,510,859
                                     -----------     -----------     -----------     -----------

 (LOSS) INCOME FROM OPERATIONS          (174,888)       (307,132)       (340,850)       (662,611)
                                     -----------     -----------     -----------     -----------

OTHER INCOME (EXPENSE) :
     Interest expense                     (7,239)         (4,202)        (23,216)        (15,431)
     Other income                            226             355              --           2,859
                                     -----------     -----------     -----------     -----------
                                          (7,013)         (3,847)        (23,216)        (12,572)
                                     ===========     ===========     ===========     ===========
NET (LOSS) INCOME                    $  (181,901)    $  (310,979)    $  (364,066)    $  (675,183)
                                     ===========     ===========     ===========     ===========

NET INCOME (LOSS) PER SHARE OF
 COMMON STOCK - BASIC AND DILUTED    $     (0.03)    $     (0.05)    $     (0.06)    $     (0.11)
                                     ===========     ===========     ===========     ===========

WEIGHTED AVERAGE SHARES
   OUTSTANDING                         6,123,235       6,123,235       6,123,235       6,123,235
                                     ===========     ===========     ===========     ===========
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.

                                       4
<PAGE>

                           TRANSACT INTERNATIONAL INC.

                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                           NINE MONTHS ENDED
                                                                         1/31/99       1/31/98
                                                                        ---------     ---------
OPERATING ACTIVITIES :
<S>                                                                     <C>           <C>
Net income (loss)                                                       $(364,066)    $(675,183)
Adjustments to reconcile net income (loss) to cash (used in)
provided by operations:
         Depreciation of property, plant and equipment                      9,953        19,427
         Changes in assets and liabilities :
              Decrease (increase) in accounts receivable                  217,557      (160,177)
              Decrease in inventories                                     100,332        75,037
              Decrease in other current assets                             20,382        16,654
              (Increase) decrease in costs and estimated earnings in
                 excess of billings on incomplete contracts - net        (249,782)      365,077
              Increase in accounts payable and accrued expenses           216,719       277,514
                                                                        ---------     ---------
NET CASH (USED IN) OPERATIONS                                             (48,905)      (81,651)
                                                                        ---------     ---------

INVESTING ACTIVITIES :
Capital expenditures                                                       (3,154)       (7,331)
                                                                        ---------     ---------

FINANCING ACTIVITIES :
Proceeds from stockholder loan                                             65,509       100,000
Repayment of debt                                                         (70,000)      (94,414)
                                                                        ---------     ---------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES                        (4,491)        5,586
                                                                        ---------     ---------

NET DECREASE IN CASH                                                      (56,550)      (83,396)
CASH, BEGINNING OF PERIOD                                                  53,307        85,370
                                                                        ---------     ---------

CASH, END OF PERIOD                                                     $  (3,243)    $   1,974
                                                                        =========     =========

SUPPLEMENTAL CASH FLOW INFORMATION :
Cash paid during the period for:
Interest                                                                $   2,465     $  15,431
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.

                                       5
<PAGE>

                           TRANSACT INTERNATIONAL INC.

                  NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

1.   The  accompanying  financial  statements  have been prepared  assuming that
     Transact  International  Inc.  (the  "Company")  will  continue  as a going
     concern.  The Company's ability to continue as a going concern is uncertain
     based on the matters discussed in the next four sentences.  The Company has
     a stockholders' deficiency and working capital deficiency of $1,563,794 and
     $1,582,246,  respectively,  at January 31, 1999. A number of suppliers  are
     requiring the Company to pay on or before  delivery of parts,  services and
     equipment.  The Company's sales backlog is $3.0 million at January 31, 1999
     and the  Company is seeking  additional  orders and  exploring  the sale or
     licensing  of  certain  product  lines that  would  enable  the  Company to
     continue  as a going  concern.  However,  there  is no  assurance  that the
     Company will be successful in attaining additional  profitable orders or in
     selling or licensing certain product lines.

     The balance sheet as of January 31, 1999,  the statements of operations for
     the  three  and  nine  months  ended  January  31,  1999  and  1998 and the
     statements  of cash flows for the nine  months  ended  January 31, 1999 and
     1998 have been prepared by the Company,  without  audit.  In the opinion of
     management,   all   adjustments   (which  include  only  normal   recurring
     adjustments)  necessary  to present  fairly  the  financial  position,  the
     results of  operations  and cash flows at January  31, 1999 and all periods
     presented have been made.

     Certain information and footnote disclosures normally included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles  have been  condensed  or omitted.  It is  suggested  that these
     financial  statements be read in conjunction with the financial  statements
     and notes thereto included in the Company's April 30, 1998 annual report to
     stockholders.   Seasonality   is  not  a  major  factor  in  the  Company's
     operations.  The results of operations for the three and nine month periods
     ended January 31, 1999 are not  necessarily  indicative of those for a full
     fiscal year.

2.   Inventories consist of raw materials and manufacturing supplies.

3.   On June 4, 1997 a stockholder  of the Company  loaned the Company  $100,000
     payable  October  31, 1997 with  interest at 8% per annum.  The Company has
     repaid $35,000 of the loan with the balance,  including  interest,  payable
     with the proceeds of a project in India.

4.   The Company  received a $50,000 loan from an individual who is working with
     the  Company  to  promote   marine   container   handling.   This  loan  is
     collateralized by substantially all of the assets of the Company.

     Due to the  loss for the year  ended  April  30,  1998 the  Company  was in
     default of its term loan with its bank and  therefore  the balance  owed at
     April 30,  1998 of $56,250 was  classified  as a current  liability  in the
     April 30, 1998 balance sheet.  The Company is continuing to repay the bank.
     The final installment of $6,250 plus interest was paid in March 1999.

     The Company's licensing agreement with CIMC-TianDa,  a Chinese manufacturer
     was amended.  The revision  provided for total  compensation of $680,000 of
     which  $200,000 was recorded in April 1998,  $400,000 in the quarter  ended
     July 31, 1998 and $80,000  when  received in December  1998.  The  $400,000
     recorded in the quarter  ended July 31, 1998 was received  $100,000 in June
     and  $300,000 in August  1998.  The Company has no further  obligations  to
     CIMC-TianDa pursuant to this licensing agreement.

                                       6
<PAGE>

                           TRANSACT INTERNATIONAL INC.
                  NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

                                   (CONTINUED)

5.   Amounts per share have been computed  using the weighted  average number of
     common  shares   outstanding   during  each  period.  The  Company  has  no
     outstanding stock options.

6.   There was no benefit for income  taxes in the three and nine month  periods
     ended  January 31, 1999 and 1998, as the loss  generated  cannot be carried
     back to offset income in prior years.

     The  Company  has  operating  loss  carryovers  and  investment  tax credit
     carryforwards  for tax return  purposes  of  approximately  $7,200,000  and
     $2,000 respectively, expiring in 1999 through 2011.

     The tax  effects of  temporary  differences  giving  rise to the  Company's
     deferred tax assets at January 31, 1999 are approximately as follows :


          Net operating loss carryforward                        $  2,800,000
          Investment tax credit carryforward                            2,000
          Other reserves and liabilities                               83,000
                                                                 ------------
                                                                    2,885,000
          Valuation allowance                                       2,885,000
                                                                 ------------
                                                                 $       ---
                                                                 ============

     Due to the Company's  cumulative losses,  management does not consider that
     enough  support to overcome the "more likely than not" criteria  existed at
     January 31, 1999 to record a deferred tax asset. As a result, for financial
     reporting  purposes,  deferred tax assets are fully  reduced by a valuation
     allowance.

                                       8
<PAGE>

                           TRANSACT INTERNATIONAL INC.
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS:

The Company  incurred net losses for the three and nine months ended January 31,
1999 of $181,901 and $364,066,  respectively.  The losses result  primarily from
the  decrease in sales for the three and nine months  ended  January 31, 1999 of
$445,003 (72%) and $1,585,201 (56%),  respectively  from the comparable  periods
the prior year.  Sales of transfer balls  decreased,  in fiscal 1999 from fiscal
1998,  approximately  $30,000 and  $530,000  for the three and nine months ended
January 31, 1999,  respectively.  Sales from terminal  equipment  decreased,  in
fiscal 1999 from fiscal  1998,  approximately  $266,000 and  $1,000,000  for the
three and nine months ended January 31, 1999, respectively.  Gross (loss) profit
percentages,  excluding  licensing  fees,  for the three and nine  months  ended
January 31,  1999  and1998  were (25%),  (8%),  (7%) and 7%,  respectively.  The
decline in gross profits percentages in 1999 was primarily due to (i) a decrease
in transfer ball sales which have a higher gross profit percentage than terminal
equipment,  and (ii) fixed overhead expenses comparable to fiscal 1998 with less
sales in fiscal 1999 and small cost overruns on projects in 1999.

For the three and nine months  ended  January  31, 1999 the Company  selling and
administrative  expenses  decreased  $54,644  and  $119,051.  The third  quarter
decrease was due primarily to a decrease in officers salaries. The reduction for
the nine  months  ended  January  31,  1999  compared  to January  31,  1998 was
primarily in officers salaries and professional fees.

The Company's sales backlog as of January 31, 1999 is  approximately $3 million.
The backlog at January 31, 1998 was $2.8 million.

LIQUIDITY AND CAPITAL RESOURCES:

During the nine months ended  January 31, 1999,  the Company used  approximately
$48,900 of cash in its operations,  primarily resulting from the net loss net of
a decrease in accounts receivable and inventory. At January 31, 1999 the Company
has a working capital deficiency of $1,582,246.

The Company's  ability to continue in business is dependent  upon its ability to
become  profitable and/or sell or license certain product lines in the immediate
future. At January 31, 1999 the Company's  financial  condition is very weak and
its resources limited. There is no assurance that the Company will be successful
in attaining  additional  profitable  orders or in selling or licensing  certain
product lines.

                                       9
<PAGE>

                           PART II: OTHER INFORMATION
                           --------------------------

                           TRANSACT INTERNATIONAL INC.


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

          (a)  Exhibits - 27 - Financial Data Schedule

          (b)  Reports on Form 8-K - None


                                       10
<PAGE>

                                   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.


                                        TRANSACT INTERNATIONAL INC.
                                        ---------------------------
                                                 Registrant



Date: March 23, 1999                    /S/ BRUNO S. FRASSETTO
--------------------                    -----------------------------------
                                        BRUNO S. FRASSETTO
                                        President and Acting Chief
                                        Financial and Accounting Officer

11