<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

   X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
------   EXCHANGE ACT OF 1934 FOR

         THE QUARTERLY PERIOD ENDED MARCH 31, 1998.

                                       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: 0-11933

                                   AXCESS INC.
             (Exact name of registrant as specified in its charter)


           DELAWARE                                           85-0294536
           --------                                           ----------
(State or other jurisdiction of                            (I.R.S. Employer 
incorporation or organization)                             Identification No.)


3208 COMMANDER DRIVE, CARROLLTON, TEXAS                           75006
---------------------------------------                           -----
(Address of principal executive offices)                        (Zip Code)


                                 (972) 407-6080
                                 --------------
              (Registrant's telephone number, including area code)

                               LASERTECHNICS, INC.
                               -------------------
              (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 registrant 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

Shares of common stock outstanding on May 11, 1998: 2,466,868. Shares of
non-voting common stock outstanding on May 11, 1998: 112,492.

Transitional Small Business Disclosure Format (Check One);   Yes      No  X
                                                                 ---     ---


<PAGE>   2

                                   AXCESS INC.

                                      INDEX



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

          Item 1. Condensed Consolidated Financial Statements:

                  Condensed Consolidated Balance Sheets for the three months
                  ended March 31, 1998 and 1997, Unaudited............................................   1

                  Condensed Consolidated Statements of Operations for the three months
                  ended March 31, 1998 and 1997, Unaudited............................................   3

                  Condensed Consolidated Statements of Cash Flows for the three months
                  ended March 31, 1998 and 1997, Unaudited............................................   4

                  Notes to Condensed Consolidated Financial Statements, Unaudited.....................   6

          Item 2  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations...........................................................   9


PART II.  OTHER INFORMATION

          Item 1  Legal Proceedings ..................................................................  13

          Item 2. Changes in Securities ..............................................................  13

          Item 4. Submission of Matters to Vote of Securityholders....................................  14

          Item 6. Exhibits and Reports on Form 8-K....................................................  15


SIGNATURES............................................................................................  19
</TABLE>



<PAGE>   3

PART I.  FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS


                          AXCESS INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   March 31,        December 31,
                                                                     1998               1997
                                                                  -----------        -----------

<S>                                                               <C>                <C>        
                                     ASSETS
Current assets:
  Cash and cash equivalents ..............................        $   506,660        $ 1,687,178
  Note receivable from stockholder .......................          1,790,679          1,158,684
  Accounts receivable - trade, less allowance for doubtful
    accounts of $379,196 in 1998 and $380,911 in 1997 ....          1,710,319          1,864,270
  Inventory ..............................................          4,959,672          5,244,116
  Prepaid expenses and other .............................            231,914            180,218
                                                                  -----------        -----------
          Total current assets ...........................          9,199,244         10,134,466
                                                                  -----------        -----------

Property, plant & equipment, net .........................          2,931,721          2,974,725
Goodwill, net ............................................             69,964             90,473
Deferred license fee, net ................................            932,542          1,400,000
Other assets .............................................            175,203             85,748
                                                                  -----------        -----------

          Total assets ...................................        $13,308,674        $14,685,412
                                                                  ===========        ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Notes payable to stockholders (note 3) .................        $ 2,953,925        $ 2,931,821
  Notes payable ..........................................            895,565          3,942,495
  Accounts payable .......................................          1,460,640          1,789,321
  Capital lease obligations, current .....................            770,067            807,935
  Other accrued liabilities ..............................          2,016,069          2,089,793
                                                                  -----------        -----------
           Total current liabilities .....................          8,096,266         11,561,365

Capital lease obligations, noncurrent ....................            101,345            114,845
Note payable - long term .................................          2,005,205            535,205
Other ....................................................              4,694              4,694
                                                                  -----------        -----------

          Total liabilities ..............................        $10,207,510        $12,216,109
                                                                  -----------        -----------
</TABLE>



                 See accompanying notes to unaudited condensed
                       consolidated financial statements.



                                      - 1 -

<PAGE>   4

                          AXCESS INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                       March 31,          December 31,
                                                                                         1998                 1997
                                                                                     ------------         ------------

<S>       <C>                                                                       <C>                  <C>
Stockholders' equity:
Convertible preferred stock:
          7,000,000 shares authorized in 1998 and 1997

          Series A: $26.00 stated value; 57,692
            shares outstanding in 1998 and 1997 .............................        $  1,500,000         $  1,500,000

          Series B: $28.40 stated value; 52,817
            shares outstanding in 1998 and 1997 .............................           1,500,000            1,500,000

          Series C: $30.20 stated value; 35,427
            shares outstanding in 1998 and 1997 .............................           1,069,880            1,069,880

          Series G: $10,000.00 stated value; 995
            shares outstanding in 1998 and 789.735 in 1997 ..................           9,950,000            7,897,353

          Series H: $10,000.00 stated value; 160
            shares outstanding in 1998 and none in 1997 .....................           1,600,000                   --

Common stock, $.01 par value, 6,250,000 shares authorized in 1998 and
          2,837,500 in 1997; 2,466,868 shares issued
          and outstanding in 1998 and 2,331,748 in 1997 .....................              24,669               23,318

Non-voting convertible common stock, $.01 par value, 112,500 
          shares authorized in 1998 and 1997; 112,492 shares issued 
          and outstanding in 1998 and 1997. Convertible into common 
          stock on a one share for one share basis ..........................               1,125                1,125

Additional paid-in capital ..................................................          57,750,414           57,168,716
Accumulated deficit .........................................................         (70,294,924)         (66,691,089)
                                                                                     ------------         ------------

                     Total stockholders' equity .............................           3,101,164            2,469,303
                                                                                     ------------         ------------

                     Total liabilities and stockholders' equity .............        $ 13,308,674         $ 14,685,412
                                                                                     ============         ============
</TABLE>



                  See accompanying notes to unaudited condensed
                       consolidated financial statements.



                                      - 2 -
<PAGE>   5

                          AXCESS INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                         Three Months Ended
                                                                              March 31,
                                                                    -------------------------------
                                                                        1998                1997
                                                                        ----                ----

<S>                                                                 <C>                 <C>        
Sales ......................................................        $ 2,288,027         $ 4,589,787
Cost of sales ..............................................          1,427,975           2,662,572
                                                                    -----------         -----------

       Gross profit ........................................            860,052           1,927,215
                                                                    -----------         -----------

Expenses:
     Research and development ..............................          1,576,783             753,251
     General and administrative ............................          1,329,066           1,002,501
     Selling and marketing .................................          1,079,334           1,468,589
                                                                    -----------         -----------
         Total operating expenses ..........................          3,985,183           3,224,341
                                                                    -----------         -----------

         Loss from operations ..............................         (3,125,131)         (1,297,126)
                                                                    -----------         -----------

Other income (expense):
     Interest income .......................................             33,780              11,135
     Interest expense ......................................           (291,806)           (171,249)
     Other .................................................             60,849              16,229
                                                                    -----------         -----------
               Other expense, net ..........................           (197,177)           (143,885)
                                                                    -----------         -----------

                Net loss ...................................         (3,322,308)         (1,441,011)

Preferred stock dividend requirements ......................           (281,527)           (189,215)
                                                                    -----------         -----------

                Net loss applicable to common stock ........        $(3,603,835)        $(1,630,226)
                                                                    ===========         ===========

Basic and diluted net loss per share .......................        $     (1.47)        $     (0.81)
                                                                    ===========         ===========

                Weighted average basic and diluted shares of
                common stock outstanding ...................          2,445,727           2,006,450
                                                                    ===========         ===========
</TABLE>



                  See accompanying notes to unaudited condensed
                       consolidated financial statements.



                                      - 3 -

<PAGE>   6

                          AXCESS INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                                          March 31,
                                                                              --------------------------------
                                                                                   1998               1997
                                                                                   ----               ----

<S>                                                                           <C>                 <C>
Cash flows from operating activities:
    Net loss .........................................................        $ (3,322,308)       $ (1,441,011)
       Adjustments to reconcile net loss to net cash used by
            operating activities:
          Depreciation and amortization ..............................             129,464             150,312
          Provision for losses on accounts receivable ................              (1,715)              2,987
          Provision for product warranty reserve .....................              10,647              93,179
          Amortization of financing discount, issuance costs
            and other non-cash interest ..............................              93,419              30,542
          Accrued interest on convertible debentures .................                  --              47,644
          Non-cash compensation ......................................                  --              40,000
          (Increase) decrease in:
              Accounts receivable, net ...............................             155,666          (1,580,686)
              Inventory ..............................................             284,444             397,858
              Prepaid expenses and other .............................             (51,696)            213,661
              Other assets ...........................................              85,545              54,799
           Increase (decrease) in:
              Accounts payable .......................................            (328,681)          1,627,545
              Accrued liabilities ....................................            (140,941)           (616,939)
                                                                              ------------        ------------
                  Net cash used in operating activities ..............          (3,086,156)           (980,109)

Cash flows from investing activities:
    Capital expenditures .............................................             (65,951)           (117,929)
                                                                              ------------        ------------

Cash flows from financing activities:
    Borrowings under financing agreements ............................                  --             250,000
    Principal payments on financing agreements .......................            (924,826)            (75,725)
     Principal payments on capital lease obligations .................             (51,368)            (80,456)
    Net proceeds from issuance of preferred and common stock .........           2,947,783                  --
                                                                              ------------        ------------
                      Net cash provided by financing activities ......           1,971,589              93,819

                      Net decrease in cash and cash equivalents ......          (1,180,518)         (1,004,219)

Cash and cash equivalents, beginning of period .......................           1,687,178           1,598,744
                                                                              ------------        ------------
Cash and cash equivalents, end of period .............................        $    506,660        $    594,525
                                                                              ============        ============
</TABLE>


                                                                     (Continued)


                  See accompanying notes to unaudited condensed
                       consolidated financial statements.



                                      - 4 -

<PAGE>   7

                          AXCESS INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                   -----------------------
                                                                           March 31,
                                                                       1998        1997
                                                                       ----        ----

<S>                                                                <C>             <C>   
Supplemental information:
    Cash paid during the period for interest ..............        $   54,541      28,374
                                                                   ==========    ========

    Conversions to stock:
       Debentures, net of unamortized discount and expenses        $       --     268,836
       Accrued interest ...................................        $       --      34,699
                                                                   ==========    ========
 
    Convertible preferred stock accretion .................        $       --      87,468
                                                                   ==========    ========

    Restricted common stock issued in connection with
       Xerox settlement ...................................        $  562,500         --
                                                                   ==========    ========

    Conversion feature, detachable warrants and restricted
       common stock issued in connection with notes payable
       to stockholders ....................................        $   93,419         --
                                                                   ==========    ========
    Conversion of accrued interest and current note payable
       to long-term note payable and deferred license
       fee.................................................        $1,694,958         --
                                                                   ==========    ========  
</TABLE>





                  See accompanying notes to unaudited condensed
                       consolidated financial statements.



                                      - 5 -

<PAGE>   8

                          AXCESS INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


(1)      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

         These unaudited condensed consolidated financial statements of AXCESS
         Inc. ("AXCESS") (formerly Lasertechnics, Inc.) and its majority and
         wholly-owned subsidiaries, Sandia Imaging Systems Corporation
         ("Sandia"), Sandia Imaging Systems Europe SA ("Sandia Europe") and
         Lasertechnics Marking Corporation ("LMC") (unless otherwise indicated,
         "AXCESS", "Sandia", "Sandia Europe" and "LMC" are hereinafter
         collectively referred to as the "Company"), for the quarter ended March
         31, 1998, have been prepared in accordance with generally accepted
         accounting principles for interim financial reporting. Accordingly,
         they do not include all of the information and footnotes required by
         generally accepted accounting principles for complete financial
         statements and should be read in conjunction with the audited
         consolidated financial statements and notes thereto included in the
         Company's Form 10-KSB, as amended, for the year ended December 31,
         1997. All significant intercompany balances and transactions have been
         eliminated in consolidation. Certain reclassifications have been made
         to the prior period amounts in order to present the consolidated
         financial position and results of operations on a consistent basis. In
         the opinion of management, all adjustments, consisting of only normal
         recurring adjustments, necessary to present fairly the financial
         position at March 31, 1998, results of operations for the three month
         period ended March 31, 1998 and 1997, and changes in cash flows for the
         three months ended March 31, 1998 and 1997 have been made.  The results
         of operations for any given three month period are not necessarily 
         indicative of the results for an entire year. 

         The Company has restated its condensed consolidated financial
         statements for the three months ended March 31, 1997, to conform its
         accounting for beneficial conversion features related to the issuance
         of convertible debentures in October 1995 and March 1996, and
         convertible preferred stock issued in July 1996 to the Financial
         Accounting Standard Board's Emerging Issues Task Force Topic No. D-60
         issued in March 1997 ("Topic No. D-60"). Topic No. D-60 requires that
         the intrinsic value of beneficial conversion features of convertible
         debt securities should be recognized as interest expense over the
         period from issuance to the first date that conversions can occur.
         Previously, the Company was amortizing the estimated fair value of the
         beneficial conversion feature to interest expense over the life of the
         convertible debentures. Topic No. D-60 further states that the
         intrinsic value of beneficial conversion features of convertible
         preferred stock should be treated as a return to the preferred
         stockholder over the period from issuance to the first date that
         conversion can occur. The Company had not previously assigned a value
         to the beneficial conversion feature of its Series D Convertible
         Preferred Stock. As a result of this restatement, interest expense for
         the three months ended March 31, 1997, was reduced by approximately
         $50,000.

(2)      EARNINGS PER SHARE

         The Company adopted the provisions of Statement of Financial Accounting
         Standards No. 128 ("SFAS 128"), Earnings Per Share, in the fourth
         quarter of 1997, which requires companies to present basic earnings per
         share and diluted earnings per share. Basic earnings per share is
         computed by dividing income available to common stockholders by the
         weighted average number of common shares outstanding during the period.
         Diluted earnings per share reflects the potential dilution that could
         occur if securities or other contracts to issue common stock were
         exercised or converted into common stock.  The Company restated its
         March 31, 1997, per share calculation to reflect the adoption of SFAS
         128.




                                      - 6 -

<PAGE>   9

                          AXCESS INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



(3)      COMPREHENSIVE INCOME

         In June 1997, Statement of Financial Accounting Standards No. 130
         ("SFAS 130"), Reporting Comprehensive Income, was issued. SFAS 130
         establishes standards for reporting and displaying comprehensive income
         and its components in an annual financial statement that is displayed
         with the same prominence as other financial statements.
         Reclassification of financial statements for earlier periods is
         required if provided for comparative purposes. The statement also
         requires the accumulated balance of other comprehensive income to be
         displayed separately from retained earnings and additional
         paid-in-capital in the equity section of the statement of financial
         position. SFAS No. 130 is effective for fiscal years beginning after
         December 31, 1997. The adoption of this statement has no effect on the
         Company for the quarters ended March 31, 1998 and 1997.

(4)      SPECIAL MEETING OF STOCKHOLDERS

         At a special meeting of stockholders held on March 31, 1998, the
         stockholders approved a proposal to effect a 1-for-20 reverse stock
         split and a proposal to change the Company's name from Lasertechnics,
         Inc. to AXCESS Inc. The stockholders meeting was adjourned until April
         8, 1998, at which time the stockholders approved a proposal to decrease
         the number of authorized common shares of the Company from 56,750,000
         to 6,250,000. All references to shares in the accompanying condensed
         consolidated financial statements have been retroactively changed to
         reflect the reverse stock split. Unless otherwise indicated, the effect
         of these changes has been retroactively made in the accompanying
         condensed consolidated financial statements, footnotes and management's
         discussion and analysis and other information.

(5)      ISSUANCE OF COMMON STOCK

         During the quarter ended March 31, 1998, a total of 135,120 shares of
         AXCESS common stock were issued. The Company and Xerox Corporation
         ("Xerox") entered into a settlement agreement, which was accounted for
         as though effective on March 31, 1998, to revise previously existing
         indebtedness due Xerox of $2.1 million plus accrued interest, pursuant
         to which the Company agreed to pay Xerox $1.47 million of a license
         fee for certain technology and issue Xerox 120,000 shares of common
         stock, effective March 31, 1998, with a fair value of $562,500. Xerox
         has agreed not to sell any of these shares until December 1999, at
         which time shares may be subject to certain limitations. The reduction
         in the amounts due Xerox as a result of the settlement agreement has
         been credited to deferred licensing fee on the accompanying unaudited
         condensed consolidated balance sheet at March 31, 1998. The Company
         funded the payment to Xerox from proceeds received, effective March
         31, 1998, from Amphion Ventures L.P. under the terms of a two-year
         loan which bears interest at the rate of 10% per annum. Accordingly,
         the Company has classified the $1.47 million as a non-current
         liability in the accompanying balance sheet at March 31, 1998. In
         addition, Amphion Ventures L.P. received, effective March 31, 1998, as
         a loan origination fee, (i) 15,120 shares of restricted common stock
         with a fair value of approximately $68,000 as of the date of issuance
         and (ii) 3-year warrants to purchase 14,700 shares of Common Stock
         with an exercise price of $5.00 per share with a fair value of
         approximately $25,000 as of the date of issuance. In connection with
         the shares and warrants, the Company recorded a discount to equity of
         approximately $93,000, which has been accreted to interest expense.

(6)      ISSUANCE OF PREFERRED STOCK AND FINANCING COMMITMENT

         During quarter ended March 31, 1998, Amphion Ventures L.P. purchased
         205 shares of the Company's Series G Convertible Preferred Stock at its
         stated value of $10,000 per share for a total aggregate purchase price
         of $2,050,000.




                                     - 7 -

<PAGE>   10

         The Company also obtained a $5.5 million commitment for equity
         financing from Amphion Ventures L.P. In connection with the Company's
         1998 plan of operations, Amphion Ventures L.P. has committed to
         purchase up to $5.5 million of the Company's Series G Convertible
         Preferred Stock at its stated value of $10,000 per share or the
         Company's new Series H NonVoting Convertible Preferred Stock at its
         stated value of $10,000 per share. As an inducement to provide such
         equity financing, Amphion Ventures L.P. received three-year warrants
         having an aggregate value equal to 10% of the total stated value of the
         preferred stock purchased with an exercise price equal to the market
         price of the Company's common stock on the date of the preferred stock
         purchase. The warrants are not exercisable, however, if the exercise
         would result in the purchaser being deemed the beneficial owner of more
         than 48% of the Company's common stock. Pursuant to this arrangement,
         the Company issued 160 shares of Series H Convertible Non-Voting
         Preferred Stock to Amphion Ventures L.P. in March 1998, for a total
         purchase price of $1,600,000.

(7)      CONTINGENCIES

         The Company is involved in various other claims and legal actions
         arising in the ordinary course of business. In the opinion of
         management of the Company, the ultimate disposition of these matters
         will not have a material effect on the accompanying condensed
         consolidated financial statements. See Legal Proceedings - Part II,
         Item I.

(8)      SUBSEQUENT EVENTS

         In August 1997, the Securities and Exchange Commission approved certain
         changes to the continued listing requirements of the Nasdaq SmallCap
         Market. Two such rule changes, which became effective February 22,
         1998, require an issuer to maintain a minimum bid price of $1 per share
         for its listed securities and to maintain a minimum of $2 million in
         net tangible assets. A special stockholders' meeting was held on March
         31, 1998, at which time the stockholders approved, among other things,
         a 1-for-20 reverse split. As of April 2, 1998, the first full trading
         day after the Company gave notice to Nasdaq that the reverse stock
         split was approved by its stockholders, the closing bid price of the
         Common Stock was $5.00 per share, which is in excess of the minimum bid
         price of $1.00 per share established by the new Nasdaq listing
         requirements. Further, by letter dated April 15, 1998, Nasdaq advised
         the Company that it was in compliance with the new Nasdaq listing
         requirements and approved the Company's continued listing on Nasdaq.



                                      - 8 -

<PAGE>   11

                          AXCESS INC. AND SUBSIDIARIES


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 1997

Separate Business Units. The summarized financial data of LMC and Sandia as of
and for the three-month period ended March 31, 1998, as presented below, do not
necessarily reflect the financial position or results of operations of LMC and
Sandia if the two entities had no ownership or management relationships.

<TABLE>
<CAPTION>
                                                                           Marking           Consolidated
                                                      (Sandia)               (LMC)             (AXCESS)
THREE MONTHS ENDED MARCH 31, 1998                    (Unaudited)          (Unaudited)         (Unaudited)
---------------------------------

<S>                                                  <C>                    <C>                  <C>      
Sales .......................................        $   732,415            1,555,612            2,288,027
Cost of sales ...............................            358,057            1,069,918            1,427,975
                                                     -----------          -----------          -----------
     Gross profit ...........................        $   374,358              485,694              860,052
                                                     -----------          -----------          -----------
     Gross margin % .........................                 51%                  31%                  38%
                                                     -----------          -----------          -----------

Operating Expenses:
Research and development ....................        $ 1,404,700              172,083            1,576,783
General and administrative ..................            984,106              344,960            1,329,066
Selling and marketing .......................            808,293              271,041            1,079,334
                                                     -----------          -----------          -----------
         Total operating expenses ...........          3,197,099              788,084            3,985,183
                                                     -----------          -----------          -----------

         Loss from operations ...............         (2,822,741)            (302,390)          (3,125,131)

Other expense, net ..........................           (167,129)             (30,048)            (197,177)
                                                     -----------          -----------          -----------
Net loss before preferred dividends .........        $(2,989,870)            (332,438)          (3,322,308)
                                                     ===========          ===========          ===========


THREE MONTHS ENDED MARCH 31, 1997
---------------------------------

Sales .......................................        $ 2,482,492            2,107,295            4,589,787
Cost of sales ...............................          1,506,044            1,156,528            2,662,572
                                                     -----------          -----------          -----------
     Gross profit ...........................        $   976,448              950,767            1,927,215
                                                     -----------          -----------          -----------
     Gross margin % .........................                 40%                  45%                  42%
                                                     -----------          -----------          -----------

Operating Expenses:
Research and development ....................        $   507,905              245,346              753,251
General and administrative ..................            615,501              387,000            1,002,501
Selling and marketing .......................          1,139,131              329,458            1,468,589
                                                     -----------          -----------          -----------
         Total operating expenses ...........          2,262,537              961,804            3,224,341
                                                     -----------          -----------          -----------

         Loss from operations ...............         (1,286,089)             (11,037)          (1,297,126)

Other expense, net ..........................            (81,836)             (62,049)            (143,885)
                                                     -----------          -----------          -----------
Net loss before preferred dividends .........        $(1,367,925)             (73,086)          (1,441,011)
                                                     ===========          ===========          ===========
</TABLE>



                                      - 9 -

<PAGE>   12

                          AXCESS INC. AND SUBSIDIARIES

Consolidated sales for the three months ended March 31, 1998 were $2,288,027,
representing a decrease of $2,301,760 or a 50% decrease from the first quarter
of 1997. Imaging segment sales decreased $1,750,077 or a 70% decrease from the
same period last year primarily due to significant printer sales to three major
customers in the first quarter of 1997 and no significant printer sales to major
customers in the first quarter of 1998. Marking segment sales decreased $551,683
or a 26% decrease from the same period last year due to a decrease in domestic
marker sales. The Company's ability to improve future sales may be affected by
the volatility of market demand, timing of large governmental and state agency
contracts, competition and technological innovations.

Consolidated cost of sales for the three months ended March 31, 1998 was
$1,427,975, representing a decrease of $1,234,597 or a 46% decrease from the
first quarter of 1997. The decrease was primarily attributable to the decrease
in sales. Gross margin as a percentage of sales decreased in the first quarter
of 1998 to 38% from 42% in the same period in 1997. The decrease in gross margin
for the three months ended March 31, 1998 was primarily due to increased product
costs and warranty expense in the marking segment of the Company's business.

Consolidated research and development expenses were $1,576,783 representing an
increase of $823,532 or a 109% increase over the first quarter of 1997. The
increase was due to the expenditure of approximately $1,000,000 for new product
development costs associated with the Technology Development Agreement with XL
Vision, Inc., a Safeguard Scientifics partnership company.

Consolidated general and administrative expenses for the three months ended
March 31, 1998, were $1,329,066, representing an increase of $326,565 or a 33%
increase over the first quarter of 1997. This increase was primarily due to
legal, printing and accounting costs associated with the special shareholder
meeting held in March 1998 to consider and vote on proposals to effect a 1-for
20 reverse stock split, change the authorized common shares and the name change
to AXCESS Inc.

Consolidated selling and marketing expenses for the three months ended March 31,
1998, were $1,079,334, representing a decrease of $389,255 or a 27% decrease
from the first quarter of 1997. Imaging segment's net decrease was approximately
$330,000 primarily because of lower DataGlyph(TM) license fees and marketing
expenses, lower commissions due to lower sales and lower customer service costs.

Other expense, consisting primarily of interest expense, for the three months
ended March 31, 1998 was $197,177 compared to $143,885 for the same period in
1997. Total interest expense was $291,806 in 1998 compared to $171,249 in 1997
for an increase of $120,557 or 70%. The higher interest costs is in line with
the higher level of debt outstanding during the 1998 quarter plus the interest
charge associated with the shares and warrants issued in connection with the
note payable to shareholders.

The consolidated net loss for the three months ended March 31, 1998 was
$3,667,961 compared to the $1,630,226 loss incurred in the same period of 1997
for an increase of $2,037,735 or 125%. Lower sales resulted in lower gross
profits of approximately $1,000,000. The remainder of the increase is the result
of $1,000,000 in research and development costs associated with the new product
development agreement with XL Vision, and a higher preferred dividend
requirement due to the increase in outstanding convertible preferred stock.



                                     - 10 -

<PAGE>   13

                          AXCESS INC. AND SUBSIDIARIES

LIQUIDITY AND CAPITAL RESOURCES

Since its inception the Company has utilized the proceeds from a number of
public and private sales of its equity and debt securities and the exercise of
options and warrants to meet its working capital requirements.

Cash and cash equivalents decreased $1,180,527 at March 31, 1998 compared to
December 31, 1997. Financing activities generated net cash of $1,971,589
principally from borrowings under financing agreements and the sale of preferred
stock. Operating activities used net cash of $3,086,156 principally to support
the loss of $3,322,308 plus decreases in accounts payable and accrued
liabilities. Capital expenditures amounted to $65,951 compared to $117,929 for
the same period in 1997.

The Company's future working capital requirements will depend upon many factors,
including the extent and timing of the Company's product sales, the Company's
operating results and the status of competitive products. In addition, if the
Company elects to continue to develop the document reader, digital camera and
dithering technology that it has a right to acquire from XL Vision, Inc. ("XLV")
under the terms of the Intellectual Property Transfer Agreement by and between
the Company and XLV, the Company will be obligated to pay XLV $3,600,000.
Although the Company's actual working capital needs depend upon numerous
factors, including actual expenditures and revenues generated from its
operations as compared to its business plan, the Company does not anticipate
that its existing working capital resources and revenues from operations will be
adequate to satisfy its working capital requirements for the remainder of the
year. The Company has received a commitment for up to $5.5 million of new
financing, in the form of convertible preferred stock purchases, from an
affiliate of an existing institutional investor (See Note 6 to Notes to
Unaudited Condensed Consolidated Financial Statements included herein). During
the first three months of 1998, the Company used $1.6 million of this
commitment, leaving a remainder of $3.9 million. The Company is currently in
discussions with other existing and potential corporate and institutional
investors, and believes that the Company will be able to obtain additional
funding. However, no other commitments have been received by the Company for
such funding and there can be no assurances that such funding will be available
on terms satisfactory to the Company, or on any terms.

In 1983, the City of Albuquerque, New Mexico issued 8% tax-exempt industrial
development revenue bonds in connection with a 25-year capital lease of LMC's
headquarters facility. The principal amount outstanding as of March 31, 1998 was
approximately $794,000. Pursuant to its agreement with the City of Albuquerque,
AXCESS is required to maintain a current ratio of at least 1 to 1. At March 31,
1998, AXCESS' current ratio was 1.14 to 1 which is in compliance with the lease
terms.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

The Company occasionally makes forward-looking statements concerning its plans,
goals, product and service offerings, and anticipated financial performance.
These forward-looking statements may generally be identified by introductions
such as "outlook" for an upcoming period of time, or words and phrases such as
"should", "expect", "hope", "plans", "projected", "believes", "forward-looking"
(or variants of those words and phrases) or similar language indicating the
expression of an opinion or view concerning the future.



                                     - 11 -

<PAGE>   14

                          AXCESS INC. AND SUBSIDIARIES

These forward-looking statements are subject to risks and uncertainties based on
a number of factors and actual results or events may differ materially from
those anticipated by such forward-looking statements. These factors include, but
are not limited to: the ability to raise capital; the growth rate of the
Company's revenue and market share; the consummation of new, and the
non-termination of, existing relationships with customers and suppliers; the
Company's ability to effectively manage its business functions while growing the
Company's business in a rapidly changing environment; the ability of the Company
to adapt and expand its services in such an environment; the effective and
efficient development of new products; and the quality of the Company's plans
and strategies, and the ability of the Company to execute such plans and
strategies.

In addition, forward-looking statements concerning the Company's expected
revenue or earnings levels are subject to many additional uncertainties
applicable to competitors generally and to general economic conditions over
which the Company has no control. The Company does not plan to generally
publicly update prior forward-looking statements for unanticipated events or
otherwise and, accordingly, prior forward-looking statements should not be
considered to be "fresh" simply because the Company has not made additional
comments on those forward-looking statements. See "Cautionary Statements" in the
Company's Form 10-KSB for the period ended December 31, 1997. 

SHARES ELIGIBLE FOR FUTURE SALE; CONVERTIBLE SECURITIES AND WARRANTS

Future sales of common stock in the public market by existing stockholders,
warrant holders and holders of convertible securities subsequent to the date
hereof could adversely affect the market price of AXCESS' common stock. At March
31, 1998, an aggregate of approximately 1,706,855 shares of Common Stock were
freely tradable without restriction under the Securities Act of 1933 (the
"Securities Act"). In addition, up to 760,013 shares were eligible for resale in
accordance with the manner of sale and volume limitations of Rule 144
promulgated under the Securities Act.

As of March 31, 1998, there were 57,692, 52,817 and 35,427 shares of Series A, B
and C convertible preferred stock outstanding, respectively. Each share of
Series A, B and C convertible preferred stock is convertible at any time, at the
option of the holder, into one share of common stock. As of March 31, 1998,
there were 995 and 160 shares of Series G and Series H convertible preferred
stock outstanding, respectively. Each share of Series G and H convertible
preferred stock has a stated value of $10,000 per share. Shares of the Series G
convertible preferred stock are convertible at any time, at the option of the
holder, into common stock based upon a conversion price of $10.00 per share.
Shares of the Series H convertible preferred stock are convertible at any time,
at the option of the holder, into non-voting common stock based on a conversion
price of $10.00 per share.

A note payable, in the principal amount of $535,205 with final maturity of
January 15, 2000, will become convertible anytime after January 15, 1999 at a
conversion price of $5.00 per share.

There are currently 355,004 warrants outstanding to acquire the same number of
shares of common stock. AXCESS has reserved approximately 500,000 shares of
Common Stock for issuance upon the exercise of outstanding convertible
securities and warrants. AXCESS has also reserved approximately 55,000 shares of
Common Stock for issuance to key employees, officers, directors and consultants
pursuant to the Company's benefit plans.



                                     - 12 -

<PAGE>   15
                          AXCESS INC. AND SUBSIDIARIES

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As previously reported, on February 28, 1996, an investor group filed suit
against the Company in the United States District Court for the Southern
District of New York. This lawsuit arises out of the Company's refusal to
recognize the investor group's attempt to exercise an option to purchase 70,000
shares of the Company's common stock at a price of $9.90 per share. The option
had been granted to the Company's former President and CEO who attempted to
transfer his option to the investor group on the last day of the option term in
September of 1995. On that same day, the investor group attempted to exercise
the option. The Company refused to recognize the attempted transfer of the
option to the investor group on the primary grounds that the option was granted
personally to the Company's former President and CEO and was not transferable to
third-parties. The lawsuit seeks issuance and registration of the 70,000 shares
upon payment of the exercise price, or in the alternative, monetary damages,
which the investor group alleges to be not less than $2,800,000. On May 1, 1996
the Company moved to dismiss the complaint on the grounds that the court in New
York lacked personal jurisdiction over the Company. The court denied the motion
to dismiss by order dated June 10, 1997. Subsequently, the Company filed an
answer, denying the material allegations of the complaint and asserting various
defenses. On December 31, 1997, plaintiffs moved for partial summary judgment on
the question of liability, as to whether or not the option was assignable. The
Company filed papers opposing this motion on or about January 26, 1998. Although
the Company intends to vigorously oppose this claim, there can be no assurances
that the Company will prevail in the pending litigation, and an adverse outcome
could have a material adverse effect upon the financial position and liquidity
of the Company.

During the period covered by this report, the Company and Xerox entered into a
settlement agreement regarding the scope of the Company's license for
DataGlyphs(TM), a 2-D symbology developed by Xerox. Under the terms of the
settlement agreement, which was accounted for effective March 31, 1998, the
Company paid Xerox $1.47 million and issued Xerox 120,000 shares of common
stock, effective March, 31, 1998. Xerox agreed not to sell those shares until
December 1999, at which time shares may be sold subject to certain limitations.
See Note 5 to Notes to Unaudited Condensed Consolidated Financial Statements.

ITEM 2.     CHANGES IN SECURITIES.

During the first quarter of 1998, the Company issued unregistered securities in
connection with each of the transactions described below.

All references in this section to number of shares and to the exercise or
conversion process of convertible securities are reported on a post 1-for-20
reverse stock split basis. The issuance of preferred stock, common stock and
warrants were exempt from the registration requirements of the Securities Act of
1933, as amended, by virtue of Section 4(2) thereof as a transaction not
involving a public offering and an appropriate restrictive legend was affixed to
the certificates and warrants.

Amphion Ventures L.P. purchased 205 shares of Series G Convertible Preferred
Stock (the "Series G Preferred Stock") and 160 shares of Series H Convertible
Preferred Stock (the "Series H Preferred Stock") during the three month period
ended March 31, 1998, for an aggregate purchase price of $3,650,000. The
purchase price was payable primarily by the delivery of unconditional promissory
notes payable to the Company by Amphion Ventures L.P., the balance of which was
$1,770,000 as of March 31, 1998.



                                     - 13 -
<PAGE>   16

                          AXCESS INC. AND SUBSIDIARIES

Each share of Series G Preferred Stock is convertible in whole or in part at any
time at the option of the holder into shares of common stock of the Company
equal to the quotient of (i) the aggregate original Series G Preferred stock
issue price of the shares ($10,000/share) being divided by (ii) the conversion
price, which is currently $10.00 and is subject to adjustment from time to time.

Each share of Series H Preferred Stock is convertible in whole or in part at any
time at the option of the holder into shares of non-voting common stock of the
Company equal to the quotient of (i) the aggregate original Series H Preferred
Stock issue price of the shares ($10,000/share) being divided by (ii) the
conversion price, which is currently $10.00 and is subject to adjustment from
time to time. Although the Company's non-voting common stock may be converted to
common stock at any time by a holder thereof, Amphion Ventures has agreed not to
convert any shares of non-voting common stock to common stock until the Company
has issued 1,000,000 shares of common stock to XL Vision, Inc. under the terms
of the Technology Development Agreement by and between the Company and XL
Vision, Inc. unless Amphion Ventures receives the prior written consent of the
Company.

The Company issued 120,000 shares of restricted common stock to Xerox
Corporation in connection with the settlement of a license dispute discussed at
Note 5 to Notes to Unaudited Condensed Consolidated Financial Statements in Part
1 of this report.

The Company issued 15,120 shares of restricted common stock and a three-year
warrant to purchase up to 14,700 shares of common stock with an exercise price
of $5.00 per share to Amphion Ventures L.P. as an inducement for a loan in the
amount of $1.47 million.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         As contemplated in the Company's Proxy Statement which was mailed to
stockholders beginning March 12, 1998, the Certificate of Incorporation of the
Company was amended on March 31, 1998 and April 9, 1998 (the "Amendments"), to
effect the following:

         1. A 1-for-20 reverse stock split of the issued and outstanding shares
         of common stock, non-voting common stock and Series A, B and C
         preferred stock of the Company issued and outstanding as of January 30,
         1998 (the "Record Date");

         2. To provide for a cash payment of $4.50 per share (the "Fractional
         Share Price") to each holder of issued and outstanding shares of common
         stock as of the Record Date, in lieu of the issuance of fractional
         shares which result from the reverse stock split;

         3. To change the Company's name from Lasertechnics, Inc. to AXCESS
         Inc.; and

         4. To reduce the number of authorized shares of the Company's common
         stock from 56,750,000 shares to 6,250,000 shares.

         The Amendments were approved by the Board of Directors on January 30,
1998, and by the stockholders of the Company at a special meeting on March 31,
1998, which, with respect to item 4 above, was adjoined to and completed on
April 8, 1998. Further, in connection with the Company's name change to AXCESS
Inc., the Company also changed its trading symbol on Nasdaq from "LASX" to
"AXSI."



                                     - 14 -

<PAGE>   17
                          AXCESS INC. AND SUBSIDIARIES

         With respect to the approval of Proposals 1 and 2 described above, the
votes cast for, against and abstaining were as follows (all reported on a
pre-reverse split basis):

                        For                  38,414,332
                        Against               1,067,589
                        Abstentions              99,370

         With respect to the approval of Proposal 3 described above, the votes
cast for, against and abstaining were as follows (all reported on a pre-reverse
split basis):

                        For                  57,608,893
                        Against                 603,676
                        Abstentions             208,371

         With respect to the approval of Proposal 4 described above, the votes
cast for, against and abstaining were as follows (all reported on a pre-reverse
split basis):

                        For                  45,096,900
                        Against                 994,698
                        Abstentions             263,975

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

   A.  EXHIBITS

          3.1     --Certificate of Incorporation of the Company. Incorporated
                  herein by reference to Exhibit 3.1 to the Company's
                  Registration Statement on Form S-1 (Registration No. 2-
                  80946).

          3.2     --By-laws of AXCESS. Incorporated herein by reference to
                  Exhibit 3.2 to the Company's Registration Statement on Form
                  S-1 (Registration No. 2-80946).

          3.3     --First Amendment to Certificate of Incorporation of AXCESS
                  dated June 6, 1986. Incorporated herein by reference to
                  Exhibit 3.3 to the Company's Annual Report on Form 10-KSB for
                  the year ended December 31, 1987.

          3.4     --Second Amendment to Certificate of Incorporation of AXCESS,
                  dated May 27, 1987. Incorporated herein by reference to
                  Exhibit 3.4 to the Company's Annual Report on Form 10-KSB for
                  the year ended December 31, 1987.

          3.5     --Third Amendment to Certificate of Incorporation of AXCESS,
                  dated November 11, 1994. Incorporated herein by reference to
                  Exhibit 4.4 to the Company's Registration Statement on Form
                  S-3 (Registration No. 333-10665).

          3.6     --Fourth Amendment to Certificate of Incorporation of AXCESS,
                  dated July 28, 1995. Incorporated herein by reference to
                  Exhibit 4.5 to the Company's Registration Statement on Form
                  S-3 (Registration No. 333-10665).



                                     - 15 -

<PAGE>   18

                          AXCESS INC. AND SUBSIDIARIES

          3.7     --Fifth Amendment to Certificate of Incorporation of AXCESS,
                  dated June 17, 1996. Incorporated herein by reference to
                  Exhibit 4.6 to the Company's Registration Statement on Form
                  S-3 (Registration No. 333-10665).

          3.8     --Sixth Amendment to Certificate of Incorporation of AXCESS
                  dated March 31, 1998. Incorporated herein by reference to
                  Exhibit 99.1 to the Company's Report on Form 8-K dated April
                  13, 1998.

          3.9     --Seventh Amendment to Certificate of Incorporation of AXCESS
                  dated March 31, 1998. Incorporated herein by reference to
                  Exhibit 99.2 to the Company's Report on Form 8-K dated April
                  13, 1998.

          3.10    --Eighth Amendment to Certificate of Incorporation of AXCESS
                  dated April 9, 1998. Incorporated herein by reference to
                  Exhibit 99.3 to the Company's Report on Form 8-K dated April
                  13, 1998.

          4.1     --Certificate of Designation of the Company's Series A, B and
                  C Preferred Stock, dated December 27, 1995. Incorporated
                  herein by reference to Exhibit 4.7 to the Company's
                  Registration Statement on Form S-3 (Registration No.
                  333-10665).

          4.2     --Certificate of Designation of the Company's Series G
                  Preferred Stock. Incorporated herein by reference to Exhibit
                  4.5 to the Company's Annual Report on Form 10-KSB for the year
                  ended December 31, 1997.

          4.3     --Certificate of Designation of the Company's Series H
                  Preferred Stock.*

          10.1    --License agreement, dated June 30, 1988, between the Company
                  and Patlex Corporation. Incorporated herein by reference to
                  Exhibit 10.17 to the Company's Annual Report on Form 10-KSB
                  for the year ended December 31, 1988.

          10.2    --1991 Incentive Stock Option Plan, dated August 14, 1991.
                  Incorporated herein by reference to Exhibit 10.10 to
                  Lasertechnics' Annual Report on Form 10-KSB for the year ended
                  December 31, 1991.

          10.3    --Purchase Agreement between Sandia Europe and Jean-Luc
                  Poutchnine, Alain Quilleau and Philippe Bonnevie, dated March
                  4, 1994. Incorporated herein by reference to Exhibit 10.15 to
                  the Company's Annual Report on Form 10-KSB for the year ended
                  December 31, 1994.

          10.4    --Letter confirming sale of shares of AXCESS Common Stock to
                  Singapore Precision Industries PTE LTD, dated May 12, 1994.
                  Incorporated herein by reference to Exhibit 10.16 to the
                  Company's Annual Report on Form 10-KSB for the year ended
                  December 31, 1994.

          10.5    --Advisory and investment banking services agreement between
                  AXCESS and Wolfensohn International, Inc., dated May 19, 1993.
                  Incorporated herein by reference to Exhibit 10.18 to the
                  Company's Annual Report on Form 10-KSB for the year ended
                  December 31, 1994.

          10.6    --Purchase of Common Stock and Convertible Note Agreement
                  between the Company and J.P. Morgan Investment Corporation,
                  dated July 8, 1994. Incorporated herein by reference to
                  Exhibit 10.19 to the Company's Annual Report on Form 10-KSB
                  for the year ended December 31, 1994.




                                     - 16 -

<PAGE>   19

                          AXCESS INC. AND SUBSIDIARIES


          10.7    --OEM License Agreement between Sandia and Xerox Corporation,
                  dated January 6, 1995. Incorporated herein by reference to
                  Exhibit 10.20 to the Company's Annual Report on Form 10-KSB
                  for the year ended December 31, 1994.

          10.8    --Demand Promissory Note issued to J.P. Morgan Investment
                  Corporation, dated December 19, 1994. Incorporated herein by
                  reference to Exhibit 10.21 to the Company's Annual Report on
                  Form 10-KSB for the year ended December 31, 1994.

          10.9    --Demand Promissory Note issued to J.P. Morgan Investment
                  Corporation, dated December 31, 1994. Incorporated herein by
                  reference to Exhibit 10.22 to the Company's Annual Report on
                  Form 10-KSB for the year ended December 31, 1994.

          10.10   --Amendment to the OEM License Agreement between Sandia and
                  Xerox Corporation, dated December 27, 1996. Incorporated by
                  reference to Exhibit 10.12 to the Company's Annual Report on
                  Form 10-KSB for the year ended December 31, 1996.

          10.11   --Demand Promissory Note issued to Wolfensohn Associates L.P.,
                  dated March 27, 1997. Incorporated by reference to Exhibit
                  10.13 to the Company's Quarterly Report on Form 10-QSB for the
                  period ended September 30, 1997.

          10.12   --Warrant to purchase shares of the Company's Common Stock
                  issued to Wolfensohn Associates L.P., dated March 27, 1997.
                  Incorporated by reference to Exhibit 10.14 to the Company's
                  Quarterly Report on Form 10-QSB for the period ended September
                  30, 1997.

          10.13   --Note Purchase Agreement dated June 25, 1997, by and among
                  AXCESS, J.P. Morgan Investment Corporation and Wolfensohn
                  Associates L.P. Incorporated by reference to Exhibit 10.15 to
                  the Company's Quarterly Report on Form 10-QSB for the period
                  ended September 30, 1997.

          10.14   --Intellectual Property Transfer Agreement dated January 8,
                  1998, by and between XL Vision, Inc. and Sandia Imaging
                  Systems Corporation. Incorporated herein by reference to
                  Exhibit 10.15 to the Company's Annual Report on Form 10-KSB
                  for the year ended December 31, 1997.

          10.15   --Amendment to Notes and Note Purchase Agreement dated
                  December 31, 1997, by and among the Company, Antiope Partners
                  L.L.C. and J.P. Morgan Investment Corporation. Incorporated
                  herein by reference to Exhibit 10.16 to the Company's Annual
                  Report on Form 10-KSB, as amended, for the year ended December
                  31, 1997.




                                     - 17 -

<PAGE>   20

                          AXCESS INC. AND SUBSIDIARIES

          10.16   --Series G Preferred stock Purchase Agreement dated December
                  29, 1997, by and between the Company and Amphion Ventures L.P.
                  Incorporated herein by reference to Exhibit 10.17 to the
                  Company's Annual Report on Form 10-KSB, as amended, for the
                  year ended December 31, 1997.

          10.17   --Pledge Agreement dated August 18, 1997, by and among the
                  Company, Antiope Partners L.L.C. and J.P. Morgan Investment
                  Corporation. Incorporated herein by reference to Exhibit 10.18
                  to the Company's Annual Report on Form 10-KSB, as amended, in
                  the year ended December 31, 1997.

          10.18   --Preferred Stock Exchange Agreement dated January 8, 1998, by
                  and among the Company, Antiope Partners L.L.C. and H.T.
                  Ardinger. Incorporated herein by reference to Exhibit 10.19 to
                  the Company's Annual Report on Form 10-KSB, as amended, in the
                  year ended December 31, 1997.

          10.19   --Form of Warrant to purchase shares of the Company's Common
                  Stock issued to Antiope Partners L.L.C. and Amphion Ventures
                  L.P. Incorporated herein by reference to Exhibit 10.20 to the
                  Company's Annual Report on Form 10-KSB, as amended, in the
                  year ended December 31, 1997.

          10.20   --Settlement Agreement dated as of April 21, 1998, by and
                  between the Company and Xerox Corporation. Incorporated herein
                  by reference to Exhibit 10.21 to the Company's Annual Report
                  on Form 10-KSB, as amended, in the year ended December 31,
                  1997.

          10.21   --Series H Preferred stock Purchase Agreement dated March 27,
                  1998, by and between the Company and Amphion Ventures L.P.*

          10.22   --Form of Promissory Note executed by Amphion Ventures L.P.
                  payable to the Company.*

          10.23   --Promissory Note executed by the Company payable to Amphion
                  Ventures L.P.*

          27      --Financial Data Schedule.*

     ----------------
     *Filed herewith.


     B.       REPORTS ON FORM 8-K

              None.



                                     - 18 -

<PAGE>   21

                                   SIGNATURES

         In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                AXCESS, INC.


Date:  May 14, 1998             By: /s/ Danny G. Hair
                                    ------------------------------------------
                                      Danny G. Hair, Executive Vice President,
                                       Chief Financial Officer and Secretary
                                    (Principal Accounting and Financial Officer)




                                     - 19 -

<PAGE>   22

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                      DESCRIPTION
-------                                     -----------

<S>                    <C>
   3.1                  --Certificate of Incorporation of the Company. Incorporated herein by
                        reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1
                        (Registration No. 2-80946).

   3.2                  --By-laws of AXCESS. Incorporated herein by reference to Exhibit 3.2 to the
                        Company's Registration Statement on Form S-1 (Registration No. 2-80946).

   3.3                  --First Amendment to Certificate of Incorporation of AXCESS dated June 6,
                        1986. Incorporated herein by reference to Exhibit 3.3 to the Company's
                        Annual Report on Form 10-KSB for the year ended December 31, 1987.

   3.4                  --Second Amendment to Certificate of Incorporation of AXCESS, dated May 27,
                        1987. Incorporated herein by reference to Exhibit 3.4 to the Company's
                        Annual Report on Form 10-KSB for the year ended December 31, 1987.

   3.5                  --Third Amendment to Certificate of Incorporation of AXCESS, dated November
                        11, 1994. Incorporated herein by reference to Exhibit 4.4 to the Company's
                        Registration Statement on Form S-3 (Registration No. 333-10665).

   3.6                  --Fourth Amendment to Certificate of Incorporation of AXCESS, dated July 28,
                        1995. Incorporated herein by reference to Exhibit 4.5 to the Company's
                        Registration Statement on Form S-3 (Registration No. 333-10665).

   3.7                  --Fifth Amendment to Certificate of Incorporation of AXCESS, dated June 17,
                        1996. Incorporated herein by reference to Exhibit 4.6 to the Company's
                        Registration Statement on Form S-3 (Registration No. 333-10665).

   3.8                  --Sixth Amendment to Certificate of Incorporation of AXCESS dated March 31,
                        1998. Incorporated herein by reference to Exhibit 99.1 to the Company's
                        Report on Form 8-K dated April 13, 1998.

   3.9                  --Seventh Amendment to Certificate of Incorporation of AXCESS dated March
                        31, 1998. Incorporated herein by reference to Exhibit 99.2 to the Company's
                        Report on Form 8-K dated April 13, 1998.

   3.10                 --Eighth Amendment to Certificate of Incorporation of AXCESS dated April 9,
                        1998. Incorporated herein by reference to Exhibit 99.3 to the Company's
                        Report on Form 8-K dated April 13, 1998.

   4.1                  --Certificate of Designation of the Company's Series A, B and C Preferred
                        Stock, dated December 27, 1995. Incorporated herein by reference to Exhibit
                        4.7 to the Company's Registration Statement on Form S-3 (Registration No.
                        333-10665).

   4.2                  --Certificate of Designation of AXCESS Series G Preferred Stock.
                        Incorporated herein by reference to Exhibit 4.5 to the Company's Annual
                        Report on Form 10-KSB for the year ended December 31, 1997.

   4.3                  --Certificate of Designation of the Company's Series H Preferred Stock.*

   10.1                 --License agreement, dated June 30, 1988, between the Company and Patlex
                        Corporation. Incorporated herein by reference to Exhibit 10.17 to the
                        Company's Annual Report on Form 10- KSB for the year ended December 31,
                        1988.
</TABLE>

<PAGE>   23


<TABLE>
<S>                    <C>
   10.2                 --1991 Incentive Stock Option Plan, dated August 14, 1991. Incorporated
                        herein by reference to Exhibit 10.10 to Lasertechnics' Annual Report on Form
                        10-KSB for the year ended December 31, 1991.

   10.3                 --Purchase Agreement between Sandia Europe and Jean-Luc Poutchnine, Alain
                        Quilleau and Philippe Bonnevie, dated March 4, 1994. Incorporated herein by
                        reference to Exhibit 10.15 to the Company's Annual Report on Form 10-KSB for
                        the year ended December 31, 1994.

   10.4                 --Letter confirming sale of shares of AXCESS Common Stock to Singapore
                        Precision Industries PTE LTD, dated May 12, 1994. Incorporated herein by
                        reference to Exhibit 10.16 to the Company's Annual Report on Form 10-KSB for
                        the year ended December 31, 1994.

   10.5                 --Advisory and investment banking services agreement between AXCESS and
                        Wolfensohn International, Inc., dated May 19, 1993. Incorporated herein by
                        reference to Exhibit 10.18 to the Company's Annual Report on Form 10-KSB for
                        the year ended December 31, 1994.

   10.6                 --Purchase of Common Stock and Convertible Note Agreement between the
                        Company and J.P. Morgan Investment Corporation, dated July 8, 1994.
                        Incorporated herein by reference to Exhibit 10.19 to the Company's Annual
                        Report on Form 10-KSB for the year ended December 31, 1994.

   10.7                 --OEM License Agreement between Sandia and Xerox Corporation, dated January
                        6, 1995. Incorporated herein by reference to Exhibit 10.20 to the Company's
                        Annual Report on Form 10-KSB for the year ended December 31, 1994.

   10.8                 --Demand Promissory Note issued to J.P. Morgan Investment Corporation, dated
                        December 19, 1994. Incorporated herein by reference to Exhibit 10.21 to the
                        Company's Annual Report on Form 10-KSB for the year ended December 31, 1994.

   10.9                 --Demand Promissory Note issued to J.P. Morgan Investment Corporation, dated
                        December 31, 1994. Incorporated herein by reference to Exhibit 10.22 to the
                        Company's Annual Report on Form 10-KSB for the year ended December 31, 1994.

   10.10                --Amendment to the OEM License Agreement between Sandia and Xerox
                        Corporation, dated December 27, 1996. Incorporated by reference to Exhibit
                        10.12 to the Company's Annual Report on Form 10-KSB for the year ended
                        December 31, 1996.

   10.11                --Demand Promissory Note issued to Wolfensohn Associates L.P., dated March
                        27, 1997. Incorporated by reference to Exhibit 10.13 to the Company's
                        Quarterly Report on Form 10-QSB for the period ended September 30, 1997.

   10.12                --Warrant to purchase shares of the Company's Common Stock issued to
                        Wolfensohn Associates L.P., dated March 27, 1997. Incorporated by reference
                        to Exhibit 10.14 to the Company's Quarterly Report on Form 10-QSB for the
                        period ended September 30, 1997.

   10.13                --Note Purchase Agreement dated June 25, 1997, by and among AXCESS, J.P.
                        Morgan Investment Corporation and Wolfensohn Associates L.P. Incorporated by
                        reference to Exhibit 10.15 to the Company's Quarterly Report on Form 10-QSB
                        for the period ended September 30, 1997.

   10.14                --Intellectual Property Transfer Agreement dated January 8, 1998, by and
                        between XL Vision, Inc. and Sandia Imaging Systems Corporation. Incorporated
                        herein by reference to Exhibit 10.15 to the Company's Annual Report on Form
                        10-KSB for the year ended December 31, 1997.

   10.15                --Amendment to Notes and Note Purchase Agreement dated December 31, 1997, by
                        and among the Company, Antiope Partners L.L.C. and J.P. Morgan Investment
                        Corporation. Incorporated herein by reference to Exhibit 10.16 to the
                        Company's Annual Report on Form 10-KSB, as amended, for the year ended
                        December 31, 1997.
</TABLE>


<PAGE>   24


<TABLE>
<S>                    <C>
   10.16                --Series G Preferred stock Purchase Agreement dated December 29, 1997, by
                        and between the Company and Amphion Ventures L.P. Incorporated herein by
                        reference to Exhibit 10.17 to the Company's Annual Report on Form 10-KSB, as
                        amended, for the year ended December 31, 1997.

   10.17                --Pledge Agreement dated August 18, 1997, by and among the Company, Antiope
                        Partners L.L.C. and J.P. Morgan Investment Corporation. Incorporated herein
                        by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-KSB,
                        as amended, in the year ended December 31, 1997.

   10.18                --Preferred Stock Exchange Agreement dated January 8, 1998, by and among the
                        Company, Antiope Partners L.L.C. and H.T. Ardinger. Incorporated herein by
                        reference to Exhibit 10.19 to the Company's Annual Report on Form 10-KSB, as
                        amended, in the year ended December 31, 1997.

   10.19                --Form of Warrant to purchase shares of the Company's Common Stock issued to
                        Antiope Partners L.L.C. and Amphion Ventures L.P. Incorporated herein by
                        reference to Exhibit 10.20 to the Company's Annual Report on Form 10-KSB, as
                        amended, in the year ended December 31, 1997.

   10.20                --Settlement Agreement dated as of April 21, 1998, by and between the
                        Company and Xerox Corporation. Incorporated herein by reference to Exhibit
                        10.21 to the Company's Annual Report on Form 10-KSB, as amended, in the year
                        ended December 31, 1997.

   10.21                --Series H Preferred stock Purchase Agreement dated March 27, 1998, by and
                        between the Company and Amphion Ventures L.P.*

   10.22                --Form of Promissory Note executed by Amphion Ventures L.P. payable to the
                        Company.*

   10.23                --Promissory Note executed by the Company payable to Amphion Ventures L.P.*

   27                   --Financial Data Schedule.*
</TABLE>


   * Filed herewith.