United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549



FORM 10-QSB



(Mark One)

[x]      Quarterly  Report  Pursuant  to Section  13 or 15(d) of the  Securities
         Exchange Act of 1934 For the Quarterly Period ended March 31, 2001

                                       or

[ ]      Transition  Report  Pursuant  to Section 13 or 15(d) of the  Securities
         Exchange Act of 1934 For the transition period from to



Commission file number 0-28920



                      Access Solutions International, Inc.
                      ------------------------------------
        (Exact name of small business issuer as specified in its charter)



         Delaware                                                05-0426298
         --------                                                ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                                650 Ten Rod Road
                                ----------------
                            North Kingstown, RI 02852
                    (Address of principal executive offices)

                                 (401) 295-2691
                                 --------------
                           (Issuer's telephone number)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such  shorter  period  that the issuer was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes [X] No [ ]

The number of shares of the issuer's Common Stock,  $.0l par value,  outstanding
as of September 30, 2000 was 3,963,940.

                                       1
<PAGE>

                      Access Solutions International, Inc.

                                      INDEX



PART I.   FINANCIAL INFORMATION                                          PAGE

Item 1.   Financial Statements

          Condensed   balance sheets--March 31, 2001 (unaudited)
          and June 30, 2000                                                 3

          Condensed  (unaudited) statements of operations --Three
          months and nine months ended  March 31, 2001 and 2000             5

          Condensed  (unaudited)  statements of cash flows -- Nine
          months ended March 31, 2001 and 2000                              6

          Notes to unaudited condensed financial
          statements                                                        7

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

Part II.  OTHER INFORMATION

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

Signatures                                                                 16

                                       2
<PAGE>

                      Access Solutions International, Inc.

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements


                      Access Solutions International, Inc.
                            Condensed Balance Sheets

<TABLE>
<CAPTION>

                                                        March 31,     June 30,
                                                          2001          2000
                                                      -----------    -----------
                                                      (Unaudited)
<S>                                                   <C>            <C>
Assets
Current assets:
    Cash and cash equivalents                         $   140,147    $    58,042
    Trade accounts receivable, net of allowance for
         doubtful accounts of $0 and $13,167               23,163        259,308
    Inventories                                            26,549         25,407
    Prepaid expenses and other current assets              32,118         39,129
                                                      -----------    -----------
       Total current assets                               221,977        381,886

Notes receivable - PaperClip                              315,533      2,220,722
Allowance for doubtful accounts - Notes Receivable       (315,533)    (2,220,722)
                                                      -----------    -----------
Net Notes receivable - PaperClip                             --             --

Fixed assets, net                                           9,368         62,626

Other assets:
       Deposits and other assets                             --            5,121
                                                      -----------    -----------

Total assets                                          $   231,345    $   449,633
                                                      ===========    ===========
</TABLE>


             See notes to unaudited condensed financial statements.

                                       3
<PAGE>

                      Access Solutions International, Inc.
                            Condensed Balance Sheets
<TABLE>
<CAPTION>

                                                               March 31,       June 30,
                                                                 2001            2000
                                                             ------------    ------------
                                                             (Unaudited)
<S>                                                          <C>             <C>
Liabilities and stockholders' deficit Current liabilities:
    Accounts payable                                         $    457,968    $    611,789
    Accrued salaries and wages                                     57,696          84,891
    Accrued expenses                                               64,443          88,516
    Deferred revenue-prepaid service contracts                    380,370         485,661
                                                             ------------    ------------
         Total current liabilities                                960,477       1,270,857

Notes payable                                                   1,581,977       1,287,549

         Total liabilities                                      2,542,454       2,558,406
                                                             ------------    ------------

Stockholders' deficit:
    Common Stock, $.01 par value, 13,000,000
      shares authorized, 3,965,199 shares issued                   39,652          39,652
Additional paid-in capital                                     17,637,694      17,637,694
    Accumulated deficit                                       (19,970,399)    (19,768,063)
                                                             ------------    ------------

                                                               (2,293,053)     (2,090,717)

    Treasury stock, at cost (1,259 shares)                        (18,056)        (18,056)
                                                             ------------    ------------
         Total stockholders' deficit                           (2,311,109)     (2,108,773)
                                                             ------------    ------------

         Total liabilities and stockholders' deficit         $    231,345    $    449,633
                                                             ============    ============
</TABLE>


Note:  The  balance  sheet at June 30,  2000 has been  derived  from the audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statements.

             See notes to unaudited condensed financial statements.

                                       4
<PAGE>

                      Access Solutions International, Inc.
                 Condensed Statements of Operations (Unaudited)
<TABLE>
<CAPTION>
                                                     For the Three Months           For the Nine Months
                                                       Ended March 31,                Ended March 31,
                                                     2001           2000           2001           2000
                                                 -----------    -----------    -----------    -----------
<S>                                              <C>            <C>            <C>            <C>
Net sales:
    Products                                     $     3,750    $     7,350    $    25,143    $    94,694
    Services                                         194,913        195,766        606,644        587,863
                                                 -----------    -----------    -----------    -----------
     Total net sales                                 198,663        203,116        631,787        682,557
                                                 -----------    -----------    -----------    -----------

 Cost of sales:
    Products                                            --              392            245         11,446
    Services                                          38,470         53,255        141,432        157,695
                                                 -----------    -----------    -----------    -----------
     Total cost of sales                              38,470         53,647        141,677        169,141
                                                 -----------    -----------    -----------    -----------

Gross profit                                         160,193        149,469        490,110        513,416
                                                 -----------    -----------    -----------    -----------

Operating expenses:
    Selling expense                                   30,405         34,675         96,495        112,693
    General and administrative expense                88,174         86,977        243,203        293,570
Research and development expense                      11,197         21,077         40,345         71,918
                                                 -----------    -----------    -----------    -----------
     Total operating expenses                        129,776        142,729        380,043        478,181
                                                 -----------    -----------    -----------    -----------

Profit from operations                                30,417          6,740        110,067         35,235
                                                 -----------    -----------    -----------    -----------

Interest / Other Income and Expense
    Interest income                                   (7,445)          (726)       (11,926)          (785)
    Interest expense                                  45,580         31,218        222,738         94,340
    Other income                                     (15,746)          --          (23,620)          --
    Legal expense related to defense of patent        25,270           --           83,392           --
    Other expense                                        771             70         41,820           --
                                                 -----------    -----------    -----------    -----------
     Total interest  / other expense                  48,430         30,562        312,404         93,555
                                                 -----------    -----------    -----------    -----------
Net loss                                         ($   18,013)   ($   23,822)   ($  202,337)   ($   58,320)
                                                 ===========    ===========    ===========    ===========

Net Loss per common share                              (0.00)         (0.00)         (0.05)         (0.01)
Weighted average number of
Common shares                                      3,963,940                     3,963,940
</TABLE>


             See notes to unaudited condensed financial statements.

                                       5
<PAGE>

                      Access Solutions International, Inc.
                       Condensed Statements of Cash Flows
                       For the Nine Months Ended March 31,
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                           2001         2000
                                                        ---------    ---------
<S>                                                     <C>          <C>
Cash flows from operating activities
    Net loss                                            ($202,337)   ($ 58,320)
                                                        ---------    ---------
Adjustments to reconcile net loss to net cash used by
      operating activities:
        Loss on disposition of fixed assets                40,755         --
        Depreciation and amortization                      17,624       56,544
        Decrease in provision for doubtful accounts -
          Trade receivables                                (8,167)      (8,400)
        Decrease in provision for PaperClip Allowance     (23,620)        --
        Changes in assets and liabilities:
        (Increase) decrease in:
         Trade accounts receivable                        244,312      160,091
         Inventories                                       (1,142)      (4,509)
         Prepaid expenses and other current assets          7,012       17,529
         Increase (decrease) in:
         Accounts payable                                (153,821)      41,883
         Accrued expenses                                 (51,268)    (349,151)
         Deferred revenue - prepaid service contracts    (105,291)    (119,245)
                                                        ---------    ---------

NET CASH USED BY OPERATING ACTIVITIES                    (235,943)    (263,578)
                                                        ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
    Pay-down of Notes Receivable - PaperClip               23,620         --
    Purchases of fixed assets                                --           (435)
                                                        ---------    ---------
NET CASH PROVIDED BY/(USED BY) INVESTING ACTIVITIES        23,620         (435)
                                                        ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from Notes Payable - Litigation Advances     294,428      432,209
                                                        ---------    ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES                 294,428      432,209
                                                        ---------    ---------

NET INCREASE IN CASH                                       82,105      168,196

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD             58,042       83,402
                                                        ---------    ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD                $ 140,147    $ 251,598
                                                        =========    =========
</TABLE>


             See notes to unaudited condensed financial statements.

                                       6
<PAGE>

                      Access Solutions International, Inc.
                Notes to Unaudited Condensed Financial Statements

1.  Basis of Presentation

The accompanying  unaudited condensed financial statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and with the  instructions  to Form  10-QSB  and  Article  10-01 of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required  by  generally  accepted  accounting  principles  for annual
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been  included.  Operating  results for the three  months and nine months  ended
March  31,  2001  are not  necessarily  indicative  of the  results  that may be
expected for the year ended June 30, 2001. For further information, refer to the
financial  statements  and footnotes  thereto  included in the Access  Solutions
International, Inc. Form 10-KSB for the period ended June 30, 2000.

2.  Legal Proceedings and Subsequent Events

On August 29, 1997, ASI filed a complaint against Data/Ware  Development,  Inc.,
("Data/Ware"),  (Anacomp's  predecessor)  and Eastman  Kodak  Company  ("Kodak")
alleging  infringement of ASI's patents 4,775,969 and 5,034,914.  The defendants
had  counter-claimed  and counter-sued  ASI. The claim stated that Data/Ware and
Kodak collectively  manufactured,  used and/or sold equipment for recording data
on optical media and alleged that the  manufacture  and sale of such  equipment,
and use by purchasers  thereof,  infringes one or more of the Company's patents.
The claim called for an order enjoining the defendants from further infringement
of its patents,  damages and interest for infringement and reasonable attorney's
fees and such other relief that the court deemed proper.

On April 23, 2001,  ASI  announced  that it had  received a monetary  settlement
pursuant to a signed  settlement  agreement with Anacomp,  Inc.  ("Anacomp") and
Kodak resolving its patent  infringement  lawsuit against defendants Anacomp and
Kodak in the United States District Court for the District of Rhode Island.

After the payment of legal fees and the share of the settlement allocable to the
co-owner  of  the  patent,  ASI  will  receive  net  proceeds  of  approximately
$4,200,000, of which approximately $2,200,000 will be used to retire outstanding
debt and payables.  Included in the debt is an issue of approximately $1,600,000
that is  convertible  into  Common  Stock of the  Company,  which the holder has
stated he will not convert.

2.  PaperClip Financial Transactions

On January  29,  1997,  in  connection  with a proposed  merger  between ASI and
PaperClip  ("PaperClip"),  ASI provided a $300,000  loan to PaperClip for use as
operating capital in exchange for a convertible  promissory note together with a
security  agreement  granting  ASI a  security  interest  in all of  PaperClip's
assets.  The note bore interest at a rate of 12% per annum  (payable  quarterly)
and  could  be  prepaid  upon 30  days  written  notice  to ASI.  The  note  and
accumulated  interest could be converted to PaperClip  Common Stock at a rate of
$.25 per share and granted ASI unlimited  registration  rights in the event that
the note was  converted  into shares of PaperClip  stock.  No payments were ever
made by PaperClip against the note.

                                       7
<PAGE>

                      Access Solutions International, Inc.
                Notes to Unaudited Condensed Financial Statements

On April 15, 1997, ASI and PaperClip  entered into an Asset  Purchase  Agreement
for ASI to acquire  substantially  all the assets and  liabilities  of PaperClip
(the  "Agreement").  On  September  12,  1997,  the  agreement  was amended (the
"Amended  Agreement") to change the acquisition to a merger. As a result of this
amendment,  a newly formed  subsidiary  of ASI would merge into  PaperClip  with
PaperClip surviving as a subsidiary of ASI (the "Merger").  Consummation of this
transaction  was  subject  to  various  conditions,  including  approval  by the
PaperClip stockholders.  Under the terms of the Amended Agreement, the PaperClip
stockholders  would have been entitled to receive an aggregate of  approximately
1.5 million shares of ASI's Common Stock plus an equivalent  number of ASI Class
B Warrants.  Each Class B Warrant would have entitled the holder to purchase one
share of ASI Common Stock at an exercise price of $6.00 per share. In connection
with the Merger,  the holders of PaperClip's  outstanding 12% Convertible  Notes
due December 1999 would  exchange  such notes for an aggregate of  approximately
400,000 shares of non-voting  redeemable preferred stock of PaperClip.  After 18
months,  the holders of the preferred stock would have the option to require the
surviving  corporation  or ASI to  purchase  such  shares for cash or ASI Common
Stock and Class B Warrants.  After 30 months, ASI would have the right to redeem
the Preferred Stock for cash or ASI Common Stock and Class B Warrants.

On April 15, 1997,  ASI and PaperClip  also entered into a Management  Agreement
(the "Management  Agreement")  pursuant to which ASI would manage the day-to-day
operations  of  PaperClip  for a fee of  $50,000  per month up to a  maximum  of
$300,000 and advance funds to PaperClip pursuant to an operating budget, in each
case until the closing of the Merger or the termination of the Merger Agreement.
ASI and PaperClip also entered into a one-year distribution  agreement effective
June 1,  1997  pursuant  to which  ASI acted as a  distributor  for  PaperClip's
products in the United States to dealers and resellers.

On  April  14,  1998,  ASI and  PaperClip  agreed  to  extend  the  date for the
consummation of PaperClip's  previously  announced  merger with and into a newly
formed wholly-owned subsidiary of Access Solutions. Pursuant to the terms of the
merger  agreement,  completion of the merger  transaction was subject to certain
conditions,  including a financing  contingency.  The merger transaction was not
consummated  by  this  date  because  the  financing  contingency  could  not be
satisfied,  and the merger  agreement  was  extended to August 24, 1998 to allow
more time for the financing condition to be satisfied.

On August 24, 1998, the merger agreement was terminated.  In connection with the
termination  of the merger  agreement,  the Company  wrote off all merger  costs
incurred  through  June 1998.  Costs  relating to the  discontinued  acquisition
incurred  after June 30, 1998 were expensed in the quarter  ended  September 30,
1998.

On November 2, 2000,  ASI and  PaperClip  entered into an agreement  whereby the
January 29, 1997, $300,000 convertible  promissory note and accumulated interest
was exchanged for a new  promissory  note in the amount of $405,530 that is also
secured by the assets of PaperClip. The new promissory note requires 35 payments
of  $11,265  and a final  payment  in the  amount  of  $11,265.  The note can be
accelerated upon the occurrence of certain events, including failure to meet any
payment  obligation  contained  in the Note  within  five (5) days of when  due,
discontinuation  of business,  insolvency or bankruptcy or transfer of PaperClip
or substantially all of its assets to any entity except ASI. If the indebtedness
is not paid when due (including as a result of the acceleration of the repayment
of the indebtedness), the indebtedness outstanding then would bear interest from
the date such payment was due at 15% percent per annum.  In November  2000,  the
note was recorded at the present value of its discounted  payments at a 12% rate
in the amount of $339,153.  Due to PaperClip's  financial  condition and payment
history,  an allowance was  established for the full amount of the note. ASI has
recorded three  payments from PaperClip  during FY 2001, for which the principal
and  the  allowance  were  reduced  by the  payment  amounts  less  the  imputed
interest..

                                       8
<PAGE>

                      Access Solutions International, Inc.
                Notes to Unaudited Condensed Financial Statements

On November 2, 2000,  ASI and PaperClip  also entered into an agreement  whereby
the  additional  indebtedness  of PaperClip  arising from  Management  Agreement
advances  totaling  $2,305,507,  including accrued interest through December 31,
1999, was converted to 3,649,543 shares of PaperClip's Series A Preferred Stock,
$.01 par value per share (the "Series A Preferred Stock").  Each share of Series
A Preferred  Stock is  convertible  into one share of Common Stock subject to an
adjustment in the conversion  rate in the event that Paperclip  issues shares of
Common stock or  securities  pursuant to which Common Stock is issuable at a per
share price of less than the price paid by the Company for the preferred shares.
PaperClip  may in its sole  discretion,  require the  conversion of all, but not
less than all, of the then  outstanding  Series A Preferred Stock if PaperClip's
Common  Stock has  traded for not less than  sixty  (60)  consecutive  days at a
closing  price of not less  than  150% of the  implied  conversion  price of the
Series A Preferred Stock. PaperClip's Common Stock is publicly traded on the OTC
Bulletin Board. No value has been recorded on the Company's financial statements
for this investment due to PaperClip's recent  deteriorating stock value and its
poor financial  condition.  PaperClip's  Common Stock is presently traded on the
OTC  Bulletin  Board.  As of December  31, 2000,  there were  approximately  777
holders  of record  of the  Company's  shares of Common  Stock and as of May 15,
2001, PaperClip's Common Stock an ask price was approximately $.07 per share.

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

Factors That May Affect Future Performance

ASI has suffered  recurring  losses and negative  cash flows from FY 1992 - 1999
and has had positive  cash flows from  operating  activities  only since July 1,
1999 (FY 2000).  The  recurring  losses and negative  cash flows from  operating
activities  raised  substantial doubt about ASI's ability to continue as a going
concern.  As a result,  ASI's  independent  accountants  in their  report  dated
December 12, 2000 on the audited  financial  statements  for the year ended June
30, 2000,  included an  explanatory  paragraph that  described  factors  raising
substantial  doubt about  ASI's  ability to  continue  as a going  concern.  The
financial   statements   do  not  include  any   adjustments   relating  to  the
recoverability  of  assets  and  classifications  of  liabilities  or any  other
adjustments  that might be necessary should ASI be unable to continue as a going
concern.  As a result of these  continuing  net  losses,  during  the last 2 1/2
years,  in order to do so, ASI has had to reduce its labor  force to the minimum
amount necessary to service existing contracts.  ASI has not been engaged in any
marketing  or sales  efforts to generate new  contracts  and does not expect any
significant  increase in future  revenue from  operations as a result.  Sales of
upgrades and media on occasion to existing  customers have increased earnings to
a limited extent but there are no assurances that future sales of this type will
continue  or that  existing  customers  will  continue  to renew  their  service
contracts  as their  present  optical  archiving  systems  become  more  aged or
obsolete. The Company's primary current and expected near term operating results
are dependent on the sale of annual service contracts to existing customers.  If
sufficient  customers  do  not  renew  their  contracts,   it  could  result  in
significant  adverse  operating  results for ASI.  The  company  has  sufficient
operating revenue and capital at present to maintain  operations;  however,  ASI
cautions that a number of important  factors,  including those mentioned  above,
could  cause ASI to fall short of the  required  minimum  cash  requirements  to
maintain  operations  or may cause actual  results for Fiscal 2001 and beyond to
differ materially from those expressed in any forward-looking statements made by
or  on  behalf  of  ASI.  Such   statements   contain  a  number  of  risks  and
uncertainties,  including,  but not  limited to the  uncertainty  of  additional
funding should it become  necessary,  future capital needs,  variable  operating
results,  lengthy sales cycles,  dependence on ASI's COLD system product,  rapid
technological change and new product development,  reliance on single or limited
sources of supply, intense competition, turnover in management, ASI's ability to
manage growth, dependence on significant customers, dependence on key personnel,
and ASI's ability to protect its intellectual  property.  ASI cannot assure that
it will be able to anticipate or respond timely to changes which could adversely
affect  its  operating  results  in one or  more  fiscal  quarters.  Results  of
operations in any past period should not be considered  indicative of results to
be expected in future periods.  Fluctuations in operating  results may result in
fluctuations in the price of ASI's securities.

                                       9
<PAGE>

Analysis of ASI's  results for the years ended June 30, 1999,  June 30, 2000 and
YTD March 31, 2001  demonstrates  the achievement of positive  direct  operating
income when legal expense related to defense of ASI's patent  totaling  $140,813
for the year ended June 30,  1999 and  $60,211  for the year ended June 30, 2000
are  reclassified  from General and  Administration  expense to Interest / Other
Income  and  Expense.  The  nine-month  period  ending  March 31,  2001  already
classifies  legal expense related to the defense of ASI's patent of $83,392 as a
line item of Interest / Other Income and Expense so no adjustment is required to
derive  direct  operating  income for that period.  Direct  operating  income is
defined as income from operations, net of expenses not related to the day to day
operations of the business, but inclusive of non-cash items such as depreciation
and  amortization.  Direct operating (loss)/ income for the annual periods ended
June 30,  1999,  June 30, 2000 and for the nine months ended March 31, 2001 were
($378,071),  $93,866 and $110,067.  ASI has not yet realized a net income in any
of these periods and cannot predict whether or not it will achieve  positive net
income in the future.

Recent Developments
-------------------

Settlement Agreement with Anacomp, Inc. and Eastman Kodak Company

On April 23, 2001,  ASI  announced  that it had  received a monetary  settlement
pursuant to a signed  settlement  agreement with Anacomp,  Inc.  ("Anacomp") and
Eastman  Kodak Company  ("Kodak"),  resolving  its patent  infringement  lawsuit
against defendants Anacomp and Kodak in the United States District Court for the
District of Rhode Island.

After the payment of legal fees and the share of the settlement allocable to the
co-owner  of  the  patent,  ASI  will  receive  net  proceeds  of  approximately
$4,200,000, of which approximately $2,200,000 will be used to retire outstanding
debt and payables.  Included in the debt is an issue of approximately $1,600,000
that is  convertible  into  Common  Stock of the  Company,  which the holder has
stated he will not convert.

This settlement  represents a significant milestone and critical junction in the
long-term future of the Company. The management of ASI will be assessing various
strategic alternatives, which will best benefit its shareholders,  customers and
employees.

System Sale

On May 11, 2001, ASI received a purchase order to sell a small Optical Archiving
System to an optical  storage  solutions  provider in Kansas City,  MO valued at
approximately  $120,000. The purchase order includes future maintenance services
for one year on a warranty basis.  The system shipped on May 14, 2001. There can
be no  assurance  that this  sale will  result  in  additional  system  sales or
additional maintenance revenues after the warranty period has expired.


Results of Operations

The  following  discussion  should  be read in  conjunction  with the  unaudited
condensed   financial   statements   and  notes  thereto  of  Access   Solutions
International, Inc. contained elsewhere herein.

Access Solutions International, Inc. designs, develops, manufactures and markets
information storage and retrieval systems, including both software and hardware.
ASI is the developer of GIGAPAGE, an MVS/CICS COLD application providing storage

                                       10
<PAGE>

and access to  terabytes  of  corporate  data for  business  analysis,  customer
service, regulatory and research applications.  Services rendered by the Company
include  post-installation  maintenance and support.  The Company sells extended
service  contracts on the majority of the products it sells.  Such contracts are
one year in duration with payments  received  either  annually in advance of the
commencement  of the contract or quarterly  in advance.  The Company  recognizes
revenue from service  contracts  on a  straight-line  basis over the term of the
contract.  As of March 31, 2001, the Company had deferred  revenue in the amount
of $380,370, which it will recognize through March 31, 2001.

Three Months and Nine Months  ended March 31, 2001  compared to Three Months and
Nine Months ended March 31, 2000

Net Sales

The Company's sales consist of sales of products and services.  Products sold by
the Company consist of COLD systems, software and hardware including replacement
disk drives, subassemblies and miscellaneous peripherals. The Company recognizes
revenue from  customers  upon  installation  of COLD systems and, in the case of
COLD systems installed for evaluation,  upon acceptance by such customers of the
products.

Net sales for the three months ended March 31, 2001 were $198,663  compared with
$203,116  for the three months ended March 31, 2000, a decrease of $4,453 or 2%,
and $631,787 for the nine months ended March 31, 2001,  compared  with  $682,557
for the nine months ended March 31,  2000, a decrease of $50,770 or 7%.  Product
sales were $3,750 for the third  quarter of Fiscal 2001 compared with $7,350 for
the third  quarter of Fiscal  2000, a decrease of $3,600 or 49%, and $25,143 for
the nine months ended March 31, 2001  compared  with $94,694 for the nine months
ended March 31,  2000,  a decrease of $69,551 or 73%.  Product  sales  decreased
because an upgrade sale to an existing  customer was made in the second  quarter
of Fiscal 2000 that was not similarly  recognized in the second quarter or first
half of Fiscal 2001.  Service revenues  remained fairly constant at $194,913 for
the third  quarter of Fiscal 2001,  compared with $195,766 for the third quarter
of Fiscal  2000, a decrease of $853 and $606,644 for the nine months ended March
31, 2001  compared  with  $587,863 for the nine months ended March 31, 2000,  an
increase of $18,781 or 3%. This  increase was due to higher  customer  requested
services exclusive of services covered by ASI's standard service contracts.

Cost of Sales

Cost of sales includes component costs,  firmware license costs,  labor,  travel
and certain overhead costs. Costs of sales in the aggregate decreased $15,176 or
28% to $38,470 for the three  months  ended March 31, 2001 from  $53,647 for the
three  months  ended March 31, 2000 and  decreased  16% to $141,677 for the nine
months  ended March 31, 2001 from  $169,141  for the nine months ended March 31,
2000. Costs of sales for services  decreased 28% to $38,470 for the three months
ended March 31, 2001 from  $53,255 for the three months ended March 31, 2000 and
decreased 10% to $141,432 for the nine months ended March 31, 2001 from $157,695
for the nine  months  ended  March 31,  2000.  The cost of sales  reduction  for
products was volume  related while the cost of sales for services  resulted from
more effective maintenance contract and services coordination.

The  Company's   operating  expenses  include  selling  expenses,   general  and
administrative  expenses.  General and administrative expenses consist primarily
of employee  compensation and overhead.  Selling  expenses consist  primarily of
customer service and customer assistance services to existing customers.

                                       11
<PAGE>

Selling Expenses

Selling  expenses  decreased  by $4,270 or 12% to $30,405  for the three  months
ended March 31, 2001 from  $34,675 for the three months ended March 31, 2000 and
decreased  by $16,198 or 14% to $96,495 for the nine months ended March 31, 2001
from $112,693` for the nine months ended March 31, 2000.

General and Administrative Expenses

General  and   administrative   expenses   consist  of  employee   compensation,
administrative   expenses   and   customer   support   expenses.   General   and
administrative  expenses  increased 1% or $1,197 to $88,174 for the three months
ended March 31, 2001 from  $86,977 for the three months ended March 31, 2000 and
decreased  17% or $50,366 to $243,203  for the nine months  ended March 31, 2001
from $293,570 for the nine months ended March 31, 2000. This decrease was due to
lower salary and insurance costs.

Research and Development Expenses

ASI's total expenditures for research and development for Fiscal 2000 and Fiscal
1999  were  $90,343  and  $119,243,  respectively.   Fiscal  2001  research  and
development  expenses are  substantially  reduced from these levels as evidenced
from ASI's  unaudited  statements of operations  (presented on page 5 and below)
and consist of one  employee's  part time  payroll,  depreciation  on associated
equipment and various sundry items.  Research and development expenses decreased
by 47% or $9,880 to  $11,197  for the three  months  ended  March 31,  2001 from
$21,077  for the three  months  ended  March 31,  2000 and  decreased  by 44% or
$31,573 to $40,345 for the nine months ended March 31, 2001 from $71,918 for the
nine months ended March 31, 2000. The decrease in research and  development  was
primarily due to reduced personnel costs and decreased  Research and Development
activities.

Interest / Other Income and Expense

Interest / Other  Income and  Expense  consists  of  interest  income,  interest
expense,  other income, other expense and non-interest legal expenses associated
with defense of ASI's patent.

Interest  income which  increased by $6,719 to $7,445 for the three months ended
March 31, 2001 from $726 for the three months ended March 31, 2000 and increased
by $11,141 to $11,926  for the nine  months  ended March 31, 2001 as compared to
$785 for the nine months ended March 31, 2000  consists of interest  earned from
funds  held on  deposit  at banks  for  imputed  interest  on  payments  made by
PaperClip  under a  renegotiated  agreement  that was signed on November 2, 2000
(See page 9). Interest income increased in FY 2001 because no such payments were
received by PaperClip in the prior FY 2000.

Other income consists  primarily of return of principal  received from PaperClip
regarding the above  agreements and was $15,746 for the three months ended March
31, 2001 and $23,620 for the nine months ended March 31,  2001.  As noted above,
no such payments were received from PaperClip in the prior fiscal year.

Interest expense increased $14,362 from $31,218 for the three months ended March
31, 2000 to $45,580 for the nine months ended March 31, 2001 and by $128,398 for
the nine months ended March 31, 2001 to $222,738 for the nine months ended March
31,  2001 as a result  of  accrued  interest  on  amounts  advanced  to fund the
litigation against Kodak and Dataware.  ASI borrowed funds at an annual interest
rate of 19% from a former  stockholder,  director and part owner of ASI's patent
to fund its patent  infringement  litigation  against  Dataware  and Kodak.  The
higher expense in the FY 2001 is a result of  adjustments  for under accruals of
interest payable in the quarter ended September 31, 2001 and prior FY 2000.

                                       12
<PAGE>

Other  expense  consists  of foreign  exchange  losses,  losses  relating to the
disposition of assets and other miscellaneous  expenses.  Other expense was $771
for the three  months ended March 31, 2001 and $41,820 for the nine months ended
March 31, 2001. No material other expense was incurred in the prior period ended
March 31, 2000.

Legal  expenses  related to defense of patent were  $25,270 for the three months
ended March 31,  2001 and  $83,392 for the nine months  ended March 31, 2001 and
involved patent litigation against Dataware and Kodak relating to defense of its
patents 4,775,969 and 5,034,914. The higher legal expense levels are a result of
increased legal activity in order to effect the settlement.  In the past,  these
expenses have been classified as a General and  Administrative  expenses because
the  outcome of the  litigation  was  unknown.  Now that a  settlement  has been
reached,  these  expenses are being  reported  under Interest / Other Income and
Expense to differentiate them as non-operating, patent defense associated costs.

Net Loss

As a  result  of the  foregoing,  the  Company's  net loss of  $18,013  was only
slightly more favorable than the prior year's net loss of $23,822.  Both results
were under one cent ($.01) per share  calculated on 3,963,940  weighted  average
shares outstanding.  Net loss for the nine months ended March 31, 2001 increased
from $58,320 ($.01 per share on 3,963,940  weighted average shares  outstanding)
to a net loss of $202,337 (.05 per share on 3,963,940  weighted  average  shares
outstanding)  for the nine months ended March 31, 2001.  The  increased net loss
was primarily attributable to increased patent litigation legal expenses and the
associated loan expenses.

Liquidity and Capital Resources

The  Company  had a working  capital  deficit of  $738,500  at March 31, 2001 as
compared to a working capital deficit of $888,971 at June 30, 2000.

Total cash used by operating  activities  during the  nine-month  periods  ended
March 31, 2001 and 2000 was $235,943 and $263,578  respectively.  The  Company's
net losses  for these  periods  were  $202,337  and  $58,320,  respectively.  In
addition  to funding  the  Company's  net loss,  the major  uses of capital  for
operating  activities during the nine-month period ended March 31, 2001 included
a reduction in accounts payable by $153,821, reduced deferred revenue on prepaid
service  contracts  by $105,291,  and an accrued  expense  balance  reduction of
$51,268.  These  amounts  were offset by a reduction in accounts  receivable  of
$244,312.

Total cash  provided by  investing  activities  was  $23,620,  representing  the
principal  portion  of  a  payment  received  against  a  Note  Receivable  from
PaperClip.

Cash provided by financing  activities  was $294,428 for the  nine-month  period
ended March 31, 2001 and  $432,209  for the  nine-month  period  ended March 31,
2000. This represented  additional advances to fund legal expenses in connection
with the lawsuit  against  Dataware  and Kodak.  These  advances are recorded as
legal  expenses of ASI,  and as such are  included in Other  Income and Interest
expenses on the unaudited Statement of Operations.

ASI has suffered  recurring  losses and negative  cash flows from FY 1992 - 1999
and has had positive  cash flows from  operating  activities  only since July 1,
1999 (FY 2000).  The  recurring  losses and negative  cash flows from  operating
activities  raised  substantial doubt about ASI's ability to continue as a going
concern.  As a result,  ASI's  independent  accountants  in their  report  dated
December 12, 2000 on the audited  financial  statements  for the year ended June

                                       13
<PAGE>

30, 2000,  included an  explanatory  paragraph that  described  factors  raising
substantial  doubt about  ASI's  ability to  continue  as a going  concern.  The
financial   statements   do  not  include  any   adjustments   relating  to  the
recoverability  of  assets  and  classifications  of  liabilities  or any  other
adjustments  that might be necessary should ASI be unable to continue as a going
concern.

As of March 31, 2001,  ASI had long term debt totaling  $1,096,295  with accrued
interest of $485,683. The former amount includes gross proceeds in the amount of
$650,000  from a loan to ASI in  conjunction  with the sale of a 30% interest in
the Company's patents for $100,000 and advances of $446,295.  The loan principal
bears  interest at a rate of 19% and  converts to a demand note at the lesser of
three years or the completion of the Company's patent litigation.

ASI believes that funds  generated from  operations and interest  income will be
sufficient to meet ASI's working capital requirements through March 2003.

In November 2000, advances receivable from PaperClip,  already fully allowed for
were exchanged for 3,649,543 shares of Series A Convertible  Preferred PaperClip
Stock, $.01 par value per share (the "Series A Preferred  Stock").  The exchange
represented  payment in full for advances and accrued  interest  receivable from
PaperClip pursuant to the Management Agreement. The shares of Series A Preferred
Stock  were  issued at the  equivalent  price of $0.71 per share  (see  notes to
unaudited financial statements,  page 7 and Recent  Developments).  No value has
been recorded on the Company's  financial  statements for this investment due to
PaperClip's recent deteriorating stock value and its poor financial condition.

In addition,  the January 29, 1997,  $300,000  convertible  promissory  note and
accumulated  interest was exchanged for a new  non-interest  bearing  promissory
note in the amount of $405,530  that is also secured by the assets of PaperClip.
The new  promissory  note requires 35 payments of $11,265 and a final payment in
the amount of $11,265.  The note was  recorded  in the amount of its  discounted
present  value  at 12% for  $339,153  prior  to  applying  $23,620  against  the
principal from payments on the note.

There can be no assurances  that sales will increase or that any cost  advantage
will   result.   While  the  Company   believes   that  the  current   corporate
infrastructure   could  support   significant   increases  in  sales  without  a
proportionate  increases in overhead  costs, it also believes that an additional
Research  and  Development  investment  would be required to  calibrate  present
software  and  hardware  products to existing  optical  storage  technology  and
enterprise expectations.


Seasonality and Inflation

To date,  seasonality  and  inflation  have  not had a  material  effect  on the
Company's operations.

Forward Looking Statements

Statements  contained  in this Form  10-QSB  that are not  historical  facts are
forward-looking  statements  made pursuant to the safe harbor  provisions of the
Private  Securities  Litigation  Reform Act of 1995. The Company cautions that a
number of  important  factors  could  cause  actual  results for Fiscal 2001 and
beyond  to  differ  materially  from  those  expressed  in  any  forward-looking
statements made by or on behalf of the Company. Such statements contain a number
of risks and uncertainties, including, but not limited to, future capital needs,
uncertainty of additional  funding,  variable operating  results,  lengthy sales
cycles,  dependence on the Company's COLD system  product,  rapid  technological
change and product development, reliance on single or limited sources of supply,
intense  competition,  turnover in management,  the Company's  ability to manage
growth,  dependence on significant customers,  dependence on key personnel,  and
the Company's ability to protect its intellectual  property.  See "Risk Factors"
in the Company's  Prospectus  dated October 16, 1997.  The Company cannot assure
that it will be able to  anticipate  or respond  timely to changes  which  could
adversely affect its operating  results in one or more fiscal quarters.  Results
of operations in any past period should not be considered  indicative of results
to be expected in future periods.  Fluctuations in operating  results may result
in fluctuations in the price of the Company's securities.

                                       14
<PAGE>

                           PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

    (a)  Exhibits

         none


    (b)  Reports on Form 8-K

         none

                                       15
<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities  Exchange Act of 1934, the issuer
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.


                                  Access Solutions International, Inc.


Date: May 21, 2001                By: /s/ Robert  H. Stone
                                  ------------------------
                                          Robert  H. Stone
                                          President and CEO





Date: May 21, 2001                By: /s/ Denis L. Marchand
                                  -------------------------
                                          Denis L. Marchand
                                          Vice President of Finance and
                                          Administration and
                                          Chief Accounting Officer
                                          (Principal Accounting Officer)


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