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 December 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 December 31, 2001 was 3,963,940.

                                       1
<PAGE>

                      Access Solutions International, Inc.

                                      INDEX


PART I.       FINANCIAL INFORMATION                                        PAGE

Item 1.       Financial Statements

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

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

              Condensed  (unaudited)  statements of cash flows -- Six
              months ended December 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                              13

Signatures                                                                  14


                                       2
<PAGE>

                      Access Solutions International, Inc.

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements


                      Access Solutions International, Inc.
                            Condensed Balance Sheets
                                                     December 31,   June 30,
                                                         2001         2001
                                                      ----------   ----------
                                                     (Unaudited)
Assets
Current assets:
    Cash and cash equivalents                         $2,194,663   $2,426,279
    Trade accounts receivable, net of allowance for
         doubtful accounts of $2,000 and $4,344          126,443      191,145
    Inventories                                           15,003       21,472
    Prepaid expenses and other current assets            202,871       32,819
                                                      ----------   ----------
       Total current assets                            2,538,980    2,671,715

Fixed assets, net                                          3,305        6,038
                                                      ----------   ----------


Total assets                                          $2,542,285   $2,677,753
                                                      ==========   ==========

             See notes to unaudited condensed financial statements.

                                        3
<PAGE>

                      Access Solutions International, Inc.
                            Condensed Balance Sheets
<TABLE>
<CAPTION>
                                                            December 31,      June 30,
                                                                2001            2001
                                                            ------------    ------------
                                                             (Unaudited)
<S>                                                         <C>             <C>
Liabilities and stockholders' equity Current liabilities:
    Accounts payable                                        $    151,802    $    218,103
    Accrued salaries and wages                                    23,310          29,341
    Accrued expenses                                              78,942          65,471
     Provision for income taxes                                     --            95,000
    Deferred revenue-prepaid service contracts                   367,055         367,951
                                                            ------------    ------------
         Total current liabilities                               621,109         775,866
                                                            ------------    ------------

         Total liabilities                                       621,109         775,866
                                                            ------------    ------------

Stockholders' equity:
    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                                      (15,738,114)    (15,757,403)
                                                            ------------    ------------

                                                               1,939,232       1,919,943

    Treasury stock, at cost (1,259 shares)                       (18,056)        (18,056)
                                                            ------------    ------------
         Total stockholders' equity                            1,921,176       1,901,887
                                                            ------------    ------------
         Total liabilities and stockholders' equity         $  2,542,285    $  2,677,753
                                                            ============    ============
</TABLE>

Note:  The  balance  sheet at June 30,  2001 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 Six Months
                                                 Ended December 31,            Ended December 31,
                                                2001           2000           2001           2000
                                             -----------    -----------    -----------    -----------
<S>                                          <C>            <C>            <C>            <C>
Net sales:
    Products                                 $     7,661    $     9,000    $    12,576    $    18,533
    Services                                     161,059        207,497        325,089        414,592
                                             -----------    -----------    -----------    -----------
           Total net sales                       168,720        216,497        337,665        433,125
                                             -----------    -----------    -----------    -----------
 Cost of sales:
    Products                                       1,202           --            1,317            245
    Services                                      41,314         49,505         77,479        102,962
                                             -----------    -----------    -----------    -----------
           Total cost of sales                    42,516         49,505         78,796        103,207
                                             -----------    -----------    -----------    -----------


Gross profit                                     126,204        166,992        258,869        329,918
                                             -----------    -----------    -----------    -----------
Operating expenses:
    Selling expense                               33,123         33,557         66,980         66,089
    General and administrative expense           121,998         75,843        267,891        242,301
                                             -----------    -----------    -----------    -----------
Total operating expenses                         155,121        109,400        334,871        308,390
                                             -----------    -----------    -----------    -----------

Profit/(loss) from operations                    (28,917)        57,592        (76,002)        21,528
                                             -----------    -----------    -----------    -----------


Other revenue and (expense):
    Interest income                               19,392          4,402         48,052          4,482
Interest expense                                    --         (145,597)          --         (177,158)
    Miscellaneous income                          23,620          7,873         47,239          7,873
    Other expense                                   --          (41,263)          --          (41,050)
                                             -----------    -----------    -----------    -----------
Total other revenue/(expense)                     43,012       (174,585)        95,291       (205,853)
                                             -----------    -----------    -----------    -----------

Net income (loss)                            $    14,095    ($  116,993)   $    19,289    ($  184,325)
                                             ===========    ===========    ===========    ===========

Primary net income (loss) per common share          0.00          (0.03)          0.00          (0.05)

Weighted average number of
common shares                                  3,963,940      3,963,940      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 (Unaudited)
<TABLE>
<CAPTION>
                                                           For the Six Months Ended
                                                                 December 31,
                                                             2001           2000
                                                          -----------    -----------
<S>                                                       <C>            <C>
Cash flows from operating activities
    Net income (loss)                                     $    19,289    ($  184,325)
                                                          -----------    -----------
Adjustments to reconcile net loss to net cash used by
      operating activities:
        Loss on disposition of fixed assets                      --           40,755
        Depreciation and amortization                           2,733         15,883
Decrease in provision for doubtful accounts - Trade            (2,344)       (13,167)
        Changes in assets and liabilities:
        (Increase) decrease in:
         Trade accounts receivable                             67,046        (10,050)
         Inventories                                            6,469             94
         Prepaid expenses and other current assets           (170,052)           621
         Increase (decrease) in:
         Accounts payable                                     (66,301)        (4,611)
         Accrued expenses                                       7,440        (32,857)
         Provision  for income taxes                          (95,000)
         Deferred revenue - prepaid service contracts            (896)       (40,597)
                                                          -----------    -----------

NET Cash used by operating activities                        (231,616)      (228,254)
                                                          -----------    -----------

Cash flows from financing activities
    Proceeds from notes payable for litigation advances          --          228,101
                                                          -----------    -----------
Net Cash provided by financing activities                        --          228,101
                                                          -----------    -----------

Net decrease in cash                                         (231,616)          (153)

Cash and Cash equivalents, beginning of period              2,426,279         58,042
                                                          -----------    -----------

Cash and cash equivalents, end of PERIOD                  $ 2,194,663    $    57,889
                                                          ===========    ===========
</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 six months  ended
December  31, 2001 are not  necessarily  indicative  of the results  that may be
expected for the year ended June 30, 2002. For further information, refer to the
financial  statements  and footnotes  thereto  included in the Access  Solutions
International, Inc. ("ASI") annual report on Form 10-KSB for the year ended June
30, 2001.

2. Paperclip Merger, Management Agreements

On April 15, 1997,  the Company and PaperClip  entered into an agreement for the
Company to acquire  substantially  all the assets and  liabilities of PaperClip,
which was later amended to change the  acquisition to a merger.  The Company and
PaperClip also entered into a management agreement (the "Management  Agreement")
which allowed the Company to manage the  day-to-day  operations of PaperClip and
to advance funds on behalf of PaperClip pursuant to an operating budget, in each
case until the closing of the Merger or the termination of the Merger Agreement.
On January 29, 1997,  the Company  provided a $300,000  bridge loan to PaperClip
for use as  operating  capital  in  exchange  for a 12%  convertible  note  from
PaperClip secured by substantially all the assets of PaperClip. In addition, the
Company had made unsecured  advances to PaperClip of $140,813,  $1,252,689,  and
$529,052 during the years ended June 30, 1999, 1998 and 1997, respectively,  for
funding of working capital requirements.

The Company and PaperClip  also entered into a one-year  distribution  agreement
effective June 1, 1997 pursuant to which the Company acted as a distributor  for
PaperClip's products in the United States to dealers and resellers.

Ultimately, the merger agreement was terminated on August 24, 1998. Accordingly,
the  Company  wrote off  approximately  $2,443,000  effective  June 30, 1998 and
approximately $141,000 effective June 30, 1999 in connection with the terminated
merger.

In November of 2000,  PaperClip  Software Inc. and ASI entered into an agreement
whereby  the  indebtedness  to ASI in the amount of  $300,000,  plus all accrued
interest through  December 31, 1999 in the amount of $105,300,  will be paid for
by the execution and delivery of a new promissory  note from PaperClip to ASI in
the aggregate  principal amount of $405,300.  All amounts due under the new Note
will be paid for over a period  of three  (3)  years in  thirty-six  (36)  equal
installments of $11,265 beginning on January 1, 2001. The outstanding balance on
the note at December 31, 2001 is approximately  $270,000.  Although  payments on
the note are current, ASI has fully reserved for the value of the new promissory
note due to PaperClip's poor financial condition.

                                        7
<PAGE>

As a result of advances  issued to  PaperClip  from  November  12, 1997  through
August 24,  1998,  PaperClip  was  indebted  to ASI in the amount of  $2,305,506
including  accrued  interest  through  December 31, 1999. In November  2000, ASI
exchanged the above  indebtedness for 3,649,543  shares of PaperClip's  Series A
Preferred Stock, $.01 par value per share (the "Series A Preferred Stock"). Each
share of Preferred  Stock is convertible  into one share of  PaperClip's  common
stock ("common  stock")  subject to  anti-dilution  protection in the event of a
stock split, stock dividend,  recapitalization  or similar change to the capital
structure of PaperClip. The shares are convertible at anytime at ASI's option or
at PaperClip's option, provided that immediately prior to conversion, the common
stock had traded  for not less than 60  consecutive  days at a closing  price of
150% of the implied  conversion price. The implied  conversion price was derived
by dividing the amount of the additional indebtedness by the number of shares of
common  stock  issuable  upon  conversion  by ASI of the  preferred  stock.  The
"Converted  Shares" would equal 27.5% of the then outstanding  Common Stock. The
holders of the converted common stock would have piggy back registration  rights
on  the  Converted  Shares  underlying  the  Preferred  Stock.  Such  piggy-back
registration  rights on the  converted  stock would  expire with  respect to the
holder  when  such  shares  were  eligible  for  sale  pursuant  to Rule  144(k)
promulgated  and the rules and  regulations  of the  Securities Act of 1933. The
preferred  stock  is not  entitled  to  dividends  and will  have a  liquidation
preference  equal to  $2,305,506.  No value has been  recorded on the  Company's
financial statements for this investment due to PaperClip's  deteriorating stock
value and its poor financial condition.

                                       8
<PAGE>

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

Overview

ASI's net sales  consist of sales  primarily of support and  services.  Products
sold by ASI consist of COLD systems, software and hardware including replacement
disk drives,  subassemblies and miscellaneous peripherals.  Support and services
rendered  by  ASI  include   post-installation   maintenance  and  support.  ASI
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. ASI had no system sales in the current year. ASI sells extended
service  contracts on the majority of the products it has sold.  Such  contracts
are one year in duration with payments  received  either  annually in advance of
the commencement of the contract or quarterly in advance. ASI recognizes revenue
from service  contracts on a straight-line  basis over the term of the contract.
The unearned portion of the service revenue is reflected as deferred revenue. As
of December 31, 2001, ASI had deferred revenue in the amount of $367,055.

ASI's  operating  results  have  in the  past  and may in the  future  fluctuate
significantly  depending upon the renewal of service contracts;  the competitive
technological  advancements made by the industry; and the control of general and
administrative  expenses.  The revenue from service contracts is recognized on a
straight-line basis over the term of the contract.

ASI's  primary   operating   expenses   include   maintenance  and  general  and
administrative  expenses.  General and administrative  expenses this fiscal year
consisted  primarily  of  legal  fees,  employee  compensation,  office  rental,
miscellaneous taxes and normal contractual services.

In the past, ASI has expended substantial development resources to meet customer
commitments.  The majority of these services were provided at no charge to honor
commitments  made for added features when the systems were sold.  These resource
expenditures  have in the past  placed a high  overhead  burden on the  GIGAPAGE
product line offerings.  After completion of GIGAPAGE 3.0, which occurred at the
end of the  second  quarter  of  Fiscal  1998,  management  concluded  that  all
significant product commitments had been met. In the future,  development of any
new features will not be initiated unless customers make a financial  commitment
to cover the minimum engineering costs.

Results of Operations

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

Three Months and Six Months Ended December 31, 2001 Compared to Three Months and
Six Months Ended December 31, 2000

Net Sales

Net sales for the three months ended  December 31, 2001 were  $168,720  compared
with  $216,497  for the three  months  ended  December  31,  2000, a decrease of
$47,777  or 22%,  and  $337,665  for the six months  ended  December  31,  2001,
compared with $433,125 for the six months ended December 31, 2000, a decrease of
$95,460 or 22%.  Product sales were $7,661 for the second quarter of Fiscal 2002
compared with $9,000 for the second quarter of Fiscal 2001, a decrease of $1,339
or 15%, and $12,576 for the six months ended  December  31, 2001  compared  with
$18,533 for the six months ended December 31, 2000, a decrease of $5,957 or 32%.
Service  revenues were $161,059 for the second quarter of Fiscal 2002,  compared
with  $207,497  for the second  quarter of Fiscal 2001, a decrease of $46,438 or
22%,  and $325,089 for the six months  ended  December  31, 2001  compared  with
$414,592  for the six months  ended  December 31, 2000, a decrease of $89,503 or
22%. This decrease was  primarily  due to the  consolidation  of services to two
customers and the non-renewal of two maintenance contracts.

                                        9
<PAGE>

Cost of Sales

Cost of sales includes component costs,  firmware license costs,  labor,  travel
and certain  overhead  costs.  Cost of sales in the  aggregate  decreased 14% to
$42,516 for the three months ended  December 31, 2001 from $49,505 for the three
months ended  December 31, 2000 and  decreased 24% to $78,796 for the six months
ended  December 31, 2001 from  $103,207  for the six months  ended  December 31,
2000.  Cost of sales for services  decreased 17% to $41,314 for the three months
ended  December 31, 2001 from  $49,505 for the three  months ended  December 31,
2000 and  decreased  25% to $77,479 for the six months  ended  December 31, 2001
from $102,962 for the six months ended December 31, 2000, primarily due to lower
sales and favorable renegotiated third-party contracts.

General and Administrative Expenses

General and  administrative  expenses  consist of  administrative  expenses  and
technical support.  General and administrative expenses increased 61% or $46,155
to $121,998 for the three  months  ended  December 31, 2001 from $75,843 for the
three months ended  December 31, 2000 and  increased  11% or $25,590 to $267,891
for the six months  ended  December  31, 2001 from  $242,301  for the six months
ended  December 31, 2000.  This  increase was  primarily  due to higher fees for
normal contractual services and miscellaneous state sales taxes

Selling Expenses

Selling  expenses  decreased by $434 or 1% to $33,123 for the three months ended
December 31, 2001 from  $33,557 for the three  months  ended  December 31, 2000,
while  increasing by $891 or 1% to $66,980 for the six months ended December 31,
2001 from $66,089 for the six months ended December 31, 2000.

Other Income and Expenses

Other income and expenses  consisted  primarily of interest  income and interest
expense.  Interest  income  increased  $14,990  from $4,402 for the three months
ended  December 31, 2000 to $19,392 for the three months ended December 31, 2001
and increased  $43,570 from $4,482 for the six months ended December  31,2000 to
$48,052 for the six months ended  December 31,  2001.  This  increase was due to
interest  earned  on the  cash  received  as the  result  of a legal  settlement
agreement  with  Anacomp,  Inc.  and the  Eastman  Kodak  Company in May,  2001.
Interest  expense  decreased  100% to $0 for the three months ended December 31,
2001 from  $145,597 for the three months ended  December 31, 2000 and  decreased
100% to $0 for the six months ended  December 31, 2001 from $177,158 for the six
months ended  December 31, 2000.  This  elimination  of interest  expense is the
result of the  retirement of an  outstanding  note in May,  2001.  Miscellaneous
income for the second quarter of Fiscal 2002  increased  $15,747 to $23,620 from
$7,873 for the second  quarter of Fiscal 2001 and  increased  $39,366 to $47,239
for the six months ended  December 31, 2001 from $7,873 for the six months ended
December 31, 2000. This represents  principal  repayments on the note receivable
from PaperClip  Software,  Inc.,  which is fully reserved for as of December 31,
2001.  Other expense for the three months and six months ended December 31, 2000
was $41,263 and $41,050, respectively.  This expense was related to the disposal
of certain  fixed  assets.  There were no similar  charges  made in Fiscal 2002.
Consequently,  other income and expenses in the aggregate  improved  $217,597 to
$43,012  income for the three  months  ended  December  31,  2001 from a loss of
$174,585 for the three  months  ended  December 31, 2000 and $301,144 to $95,291
income for the six months  ended  December  31, 2001 from a loss of $205,853 for
the six months ended December 31, 2000.

Net Income (Loss)

As a result of the  foregoing,  ASI  realized a net profit of $14,095  ($.00 per
share on 3,963,940  weighted  average shares  outstanding)  for the three months
ended  December  31, 2001,  an increase of $131,088  from a net loss of $116,993
($.03 loss per share on 3,963,940  weighted average shares  outstanding)  during
the three months ended  December 31, 2000 and a net profit of $19,289  ($.00 per
share on 3,963,940 weighted average shares outstanding) for the six months ended
December 31,  2001,  an increase of $203,614  from a net loss of $184,325  ($.05
loss per share on 3,963,940 weighted average shares  outstanding) during the six
months ended December 31, 2000.

                                       10
<PAGE>

Liquidity and Capital Resources

ASI had a working capital surplus of $1,917,871 as of December 31, 2001 compared
to a working capital deficit of $788,556 at December 31, 2000.

Total cash used by  operating  activities  during  the  six-month  period  ended
December 31, 2001 was $231,616, compared to $228,254 during the six-month period
ended  December 31, 2000.  For the six months ended December 31, 2001, the major
use of cash was a pre-payment of income taxes and the repayment of old payables.
The major use of cash for the six months ended December 31, 2000 was primarily a
reduction in pre-paid service contracts.

No cash was  provided  by  financing  activities  during  the six  months  ended
December 31, 2001. In comparison,  $228,101 was provided by financing activities
for the six-month period ended December 31, 2000, the result of an increase in a
long term note payable. This debt was retired in May, 2001.

In previous years, ASI has suffered recurring losses from operations, has had an
accumulated  deficit,  and has  incurred  negative  cash  flows  from  operating
activities.  Without the  proceeds  from the  settlement  mentioned  above,  the
recurring  losses and negative cash flow from operating  activities  would raise
substantial  doubt about the Company's  ability to continue as a going  concern.
However,  the cash  received  from the  settlement  has provided the Company the
opportunity to reevaluate its market position and  opportunities  and maintain a
sufficient  level of working capital to continue as a going concern for at least
the remainder of the current fiscal year.

Seasonality and Inflation

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

Forward Looking Statements

Statements  contained  in this Form  10-QSB  that are not  historical  facts are
forward-looking  statements  made pursuant to the safe harbor  provisions of the
Private  Securities  Litigation  Reform Act of 1995. In addition,  words such as
"believes"",  "will", "should" "anticipates",  "expects" and similar expressions
are intended to identify forward looking statements.  ASI cautions that a number
of important  factors  could cause actual  results for Fiscal 2002 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  outcome  of  management's
assessment of ASI's  long-term  strategic  alternatives,  ongoing capital needs,
variable operating results,  dependence on ASI's COLD system product,  competing
with rapid technological change and new product development,  reliance on single
or limited  sources of supply,  intense  competition,  turnover  in  management,
dependence on significant customers and dependence on key personnel.  ASI cannot
assure  that it will be able to  anticipate  or respond  timely to changes  that
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.

Recent Developments

In November of 2000, PaperClip Software,  Inc. and ASI entered into an agreement
whereby  the  indebtedness  to ASI in the amount of  $300,000,  plus all accrued
interest through  December 31, 1999 in the amount of $105,300,  will be paid for
by the execution and delivery of a new promissory  note from PaperClip to ASI in
the aggregate  principal amount of $405,300.  All amounts due under the new Note
are to be paid for over a period  of three (3) years in  thirty-six  (36)  equal
installments  of $11,265  beginning  on January 1, 2001.  Although  payments are
current on the note,  ASI has fully reserved for the value of the new promissory
note due to PaperClip's poor financial condition.

                                       11
<PAGE>

As a result of advances  issued to  PaperClip  from  November  12, 1997  through
August 24,  1998,  PaperClip  is  indebted  to ASI in the  amount of  $2,305,506
including interest. ASI will exchange the above indebtedness for shares of a new
class of PaperClip  convertible  preferred stock (the "Preferred  Stock").  Each
share of  Preferred  Stock  will be  convertible  into one share of  PaperClip's
common stock ("common stock") subject to  anti-dilution  protection in the event
of a stock split,  stock  dividend,  recapitalization  or similar  change to the
capital  structure of PaperClip.  The shares are convertible at anytime at ASI's
option or at PaperClip's option,  provided that immediately prior to conversion,
the common stock has traded for not less than 60  consecutive  days at a closing
price of 150% of the implied  conversion price. The implied  conversion price is
derived by dividing the amount of the additional  indebtedness  by the number of
shares of common stock issuable upon  conversion by ASI of the preferred  stock.
The "Converted  Shares" would equal 27.5% of the then outstanding  Common Stock.
The  holders of the  converted  common  stock will have  piggyback  registration
rights on the Converted Shares  underlying the Preferred Stock.  Such piggy back
registration  rights on the  converted  stock will  expire  with  respect to the
holder  when  such  shares  are  eligible  for  sale  pursuant  to  Rule  144(k)
promulgated  and the rules and  regulations  of the  Securities Act of 1933. The
preferred  stock will not be entitled to dividends  and will have a  liquidation
preference  equal to  $2,305,506.  No value has been  recorded on the  Company's
financial statements for this investment due to PaperClip's  deteriorating stock
value and its poor financial condition.

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. As a result of this settlement,  ASI also announced that management would
be assessing  strategic  alternatives  which will best benefit its shareholders,
customers and employees.

                                       12
<PAGE>

                           PART II - OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K


(a)      Exhibits

         None

(b)      Reports on Form 8-K

         None

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<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: January 31, 2002                  By: /s/ Robert H. Stone
                                        -----------------------
                                                Robert H. Stone
                                                President and CEO


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