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, 1997

                                       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 January 15, 1998 was 3,963,940.

<PAGE>
                      Access Solutions International, Inc.

                                      INDEX



PART I.     FINANCIAL INFORMATION                                          PAGE

Item 1.     Financial Statements

            Condensed   balance sheets--December 31, 1997
            (unaudited) and June 30, 1997                                     3

            Condensed  (unaudited) statements of operations --Three
            months and six months ended  December 31, 1997 and 1996           5

            Condensed  (unaudited)  statements of cash flows -- Six
            months ended December 31, 1997 and 1996                           6

            Notes to unaudited condensed   financial
            statements                                                        7

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

Part II.    OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K                                 14

Signatures                                                                   15



<PAGE>



                      Access Solutions International, Inc.

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
<CAPTION>

                      Access Solutions International, Inc.
                            Condensed Balance Sheets



                                                                 December 31,            June 30,
                                                                     1997                  1997
                                                                  (Unaudited)

Assets
Current assets:
<S>                                                                   <C>              <C>       
    Cash and cash equivalents                                         $45,128          $1,889,446
    Trade accounts receivable, net allowance for
         doubtful accounts of $41,652 and $53,199                     691,528             238,914
    Inventories                                                       414,254             461,812
    Prepaid expenses and other current assets                         146,754             183,159
                                                                -------------        ------------
    Total current assets                                            1,297,664           2,773,331

Fixed assets, net                                                     375,270             328,309

Other assets:
    Advances - PaperClip                                            1,418,632             529,052
    Notes receivable - PaperClip                                      300,000             300,000
    Deposits and other assets                                          42,905              49,527
    Deferred acquisition costs                                        173,485                   -
                                                                 ------------        ------------
       Total other assets                                           1,935,022             878,579
                                                                 ------------        ------------
       Total assets                                                $3,607,956          $3,980,219
                                                                   ==========          ==========

See notes to unaudited condensed financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                       Access Solutions International, Inc.
                                             Condensed Balance Sheets


                                                                 December 31,            June 30,
                                                                     1997                  1997
                                                                  (Unaudited)

Liabilities and stockholders' equity 
Current liabilities:
<S>                                                                  <C>              <C>     
    Notes payable to shareholder                                     $282,368         $      -
    Accounts payable                                                  499,441             227,490
    Current installments of capital lease obligations                  19,659              25,257
    Accrued expenses                                                  148,196             143,227
    Accrued salaries and wages                                        143,977             204,604
    Deferred revenue-prepaid service contracts                        462,609             329,841
                                                                      -------             -------
    Total current liabilities                                       1,556,250             930,419

    Capital lease obligations, excluding current installments            -                  6,716
                                                               --------------               -----
           Total liabilities                                        1,556,250             937,135

    Stockholders' equity:
           Common stock, $.01 par value, 13,000,000
           shares authorized, 3,965,199                                39,652              39,652
           shares issued
           Additional paid-in capital                              17,637,694          17,637,694
           Accumulated deficit                                    (15,607,584)        (14,616,206)
                                                                  ------------        ------------
                                                                    2,069,762           3,061,140

           Treasury stock, at cost (1,259 shares)                     (18,056)            (18,056)
                                                                      --------            --------

           Total stockholders' equity                               2,051,706           3,043,084
                                                                   ----------           ---------

           Total liabilities and stockholders' equity              $3,607,956          $3,980,219


Note:  The  balance  sheet at June 30,  1997 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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                       Access Solutions International, Inc.
                                  Condensed Statements of Operations (Unaudited)

                                                    For the Three Months                For the Six Months
                                                     Ended December 31,                 Ended December 31,
                                                     1997            1996               1997              1996

Net sales:
<S>                                                 <C>             <C>                <C>             <C>     
    Products                                        $305,421        $109,527           $498,834        $281,988
    Services                                         244,255         171,824            375,898         302,498
                                                     -------         -------            -------         -------
           Total net sales                           549,676         281,351            874,732         584,486
                                                     -------         -------            -------         -------
 Cost of sales:
    Products                                          74,489          33,940            212,938          54,252
    Services                                          83,652          59,907            154,865         115,265
                                                      ------          ------            -------         -------
           Total cost of sales                       158,141          93,847            367,803         169,517
                                                     -------          ------            -------         -------


Gross profit                                         391,535         187,504            506,929         414,969
                                                     -------         -------            -------         -------
Operating expenses:
    General and administrative expense               280,094         477,181            563,144         754,132
    Research and development expense                 268,135         489,536            644,366         909,961
    Selling expense                                  184,386         218,090            375,746         433,399
                                                     -------         -------            -------         -------
           Total operating expenses                  732,615       1,184,807          1,583,256       2,097,492
                                                     -------       ---------          ---------       ---------

           Loss from operations                     (341,080)       (997,303)        (1,076,327)     (1,682,523)
                                                    ---------       ---------        -----------     -----------


Other income and expenses:
    Interest and other income                         53,796          43,144             88,618          46,387
    Interest expense                                  (2,922)        (16,334)            (3,669)        (98,489)
                                                       ------         -------            -------         -------
           Total other income/(expenses)              50,874          26,810             84,949         (52,102)
                                                      ------          ------             ------         --------

Net loss                                            (290,206)       (970,493)          (991,378)     (1,734,625)

Net Loss per common share                              (0.07)          (0.39)             (0.25)          (0.51)

Weighted average number of
common shares                                      3,963,940       2,457,952          3,963,940       3,369,899


See notes to unaudited condensed financial statements.

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                             Access Solutions International, Inc.
                                              Condensed Statements of Cash Flows
                                             For the Six Months Ended December 31,
                                                        (Unaudited)
                                                                                   1997                1996
                                                                                   ----                ----
Cash flows from operating activities:
<S>                                                                            <C>                <C>         
      Net loss                                                                 ($991,378)         ($1,734,625)
                                                                               ----------         ------------

Adjustments to reconcile net loss to net cash used by operating activities:
      Write-off of capital lease                                                    -                 230,297
      Depreciation and amortization                                               81,020               53,718
      Provision for doubtful accounts                                            (11,547)             (11,667)

      Changes in assets and liabilities:
      (Increase) decrease in:
         Trade accounts receivable                                              (441,067)              85,742
         Inventories                                                              47,558               (3,037)
         Deposits                                                                   -                  76,605
         Prepaid expenses and other current assets                                36,405             (106,329)
      Increase (decrease) in:
         Accounts payable                                                        271,951             (604,726)
         Accrued expenses                                                        (55,658)            (274,407)
Deferred revenue - Prepaid service contracts                                     132,768              (30,059)
                                                                                 -------              --------

             Total adjustments                                                    61,430             (548,403)
                                                                                  ------             ---------

    Cash used by operating activities                                           (929,948)          (2,319,028)
                                                                                ---------          -----------

Cash flows from investing activities:
    Additions to fixed assets                                                   (126,519)             (10,367)
    Additions to other assets                                                      5,160                  -
    Loans and advances to PaperClip                                             (889,580)                 -
    Deferred acquisition costs                                                  (173,485)                 -
                                                                                ---------          ------------
Cash provided/(used) for investing activities                                 (1,184,424)             (10,367)
                                                                              -----------          ------------


Cash flows from financing activities:
    Proceeds from initial public offering                                          -                9,200,013
    Costs relating to initial public offering                                      -               (2,039,780)
    Proceeds from related party loans                                            282,368                 -
    Proceeds from bridge loans                                                     -                   37,694
    Repayments of bridge loans                                                     -               (1,500,000)
    Repayments on capital lease obligations                                      (12,314)             (60,844)
    Net (payments) borrowings under note payable-bank                              -                 (290,000)
    Deferred financing costs                                                       -                  581,065
                                                                                ----------         -----------

    Cash provided by financing activities                                        270,054            5,928,148
                                                                                 -------            ---------

Net increase/(decrease) in cash                                                1,844,318            3,598,753

Cash equivalents, beginning of period                                          1,889,446              537,831
                                                                               ---------              -------

Cash and cash equivalents, end of period                                        $ 45,128          $ 4,136,584
                                                                                =========         ===========


See notes to unaudited condensed financial statements.

</TABLE>

<PAGE>

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, 1997 are not  necessarily  indicative  of the results  that may be
expected for the year ended June 30, 1998. 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, 1997.

2.  PaperClip  Merger and Management Agreements

On April 15, 1997, ASI and PaperClip Software,  Inc.  ("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 will merge into
PaperClip  with  PaperClip  surviving  as a  subsidiary  of ASI (the  "Merger").
Consummation  of this  transaction is subject to various  conditions,  including
approval  by  the  PaperClip  stockholders.  Under  the  terms  of  the  Amended
Agreement,  the PaperClip  stockholders will be 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 will entitle 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 will 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 will 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 will have
the right to redeem the Preferred Stock for cash or ASI Common Stock and Class B
Warrants.

On January  29,  1997,  ASI  provided a $300,000  loan to  PaperClip  for use as
operating capital in exchange for a convertible note from PaperClip (the "Bridge
Loan").

On April 15, 1997,  ASI and PaperClip  also entered into a management  agreement
(the  "Management  Agreement")  which  provides for ASI 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.

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


<PAGE>




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

Overview

The Company's sales consist of sales of products and services.  Products sold by
the  Company  consist  of  COLD  systems,   software  and  hardgoods   including
replacement disk drives,  subassemblies and miscellaneous peripherals.  Services
rendered by the Company include  post-installation  maintenance and support. 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.  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.  The unearned portion of
the service revenue is reflected as deferred  revenue.  As of December 31, 1997,
the  Company  had  deferred  revenue  in the amount of  $462,609,  which it will
recognize through December 31, 1998.

The Company's operating results have in the past and may in the future fluctuate
significantly  depending upon a variety of factors which vary substantially over
time,  including industry conditions;  the timing of orders from customers;  the
timing of new product  introductions  by the Company and  competitors;  customer
acceleration,  cancellation  or delay of shipments;  the length of sales cycles;
the level and timing of selling,  general and  administrative  and  research and
development  expenses;  specific  feature  needs of  customers;  and  production
delays. A substantial  portion of the Company's  quarterly  revenues are derived
from the sale of a relatively  small number of COLD systems which range in price
from approximately  $150,000 to $900,000. As a result, the timing of recognition
of  revenue  from a single  product  order has in the past and may in the future
have a significant  impact on the Company's net sales and operating  results for
particular  financial  periods.  This  volatility  is  counter-balanced  by  the
increase in sales of annual service  contracts  which  generally  accompanies an
increase in systems sales.

The Company's primary operating  expenses include selling expenses,  general and
administrative  expenses  and  research and  development  expenses.  General and
administrative  expenses consist primarily of employee compensation and customer
support expenses. Research and development expenses include compensation paid to
internal  research  and  development  staff  members  and  expenses  incurred in
connection   with  the  retention  of  independent   research  and   development
consultants. The Company utilizes its own employees for research and development
functions except in certain  circumstances  involving product  enhancements.  In
those  circumstances,  the  Company  regularly  retains  independent  experts to
consult and design new software  modules  which are  subsequently  evaluated and
tested by the Company's internal research and development staff. Upon successful
testing of such product  enhancements,  the Company's  internal staff integrates
the new products with the Company's existing COLD systems and products.

The Company's  total  expenditures  for research and development for Fiscal 1997
and  Fiscal  1996  were  $1,651,322  and  $1,713,094,  respectively.  Due to the
completion  of all customer  commitments  to the GIGAPAGE  product in the second
quarter of Fiscal 1998, it is anticipated that development costs for Fiscal 1998
will be substantially reduced from prior levels.

The Company has  historically  incurred net losses and anticipates  that further
net  losses  will be  incurred  prior to the  time,  if ever,  that the  Company
achieves  profitability.  However, the Company took certain steps in Fiscal 1997
intended to limit the incurrence of future net losses.  Such steps include:  (i)
the October, l997 reduction in the Company's workforce; (ii) other reductions in
overhead costs and expenses;  and (iii) entering into the merger  agreement with
PaperClip Software,  Inc. The immediate effect realized by the implementation of
these  measures was to reduce  average  monthly  operating  expenses  during the
period from November through December 1997 to  approximately  $230,000.  Average
operating expenses for the three months ended September, 1997 were approximately
$280,000  per month.  During the second half of Fiscal 1997,  average  operating
expenses  approximated  $331,000  per month.  The Company  does not believe that
these steps,  particularly the reduction in the workforce,  have to date or will
in the future materially  adversely impact the Company's  revenues and earnings.
Of the 9 employees terminated in October,  1997, one was a salesperson,  one was
field   support,   five  were  product   development   personnel  and  two  were
administrative  staff. The terminated product development personnel were working
on  customer  product  enhancements  which  were  completed.  As a result of the
foregoing,  the reduction in workforce has not materially adversely affected the
Company's operations. As of December 31, 1997, the Company had 14 employees.

The Company has entered into a Merger Agreement with PaperClip pursuant to which
a  newly-formed  subsidiary  of the Company will merge with and into  PaperClip,
with PaperClip  surviving as a subsidiary of the Company.  Since April 15, 1997,
the Company  has been  managing  the  day-to-day  operations  of  PaperClip  and
advancing agreed-upon funds pursuant to a Management Agreement.  In addition, in
January 1997, the Company  provided a $300,000  Bridge Loan to PaperClip for use
as operating  capital.  Effective June 1, 1997,  the Company  entered into a one
year distribution agreement with PaperClip.

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, 1997 Compared to Three Months and
Six Months ended December 31, 1996

Net Sales

Net sales for the three months ended  December 31, 1997 were  $549,676  compared
with  $281,351  for the three months  ended  December  31, 1996,  an increase of
$268,325 or 95%,  and  $874,732  for the six months  ended  December  31,  1997,
compared with  $584,486 for the six months ended  December 31, 1996, an increase
of $290,245 or 50%. Product sales were $305,421 for the second quarter of Fiscal
1998 compared  with $109,527 for the second  quarter of Fiscal 1997, an increase
of $195,893 or 179%,  and $498,834  for the six months  ended  December 31, 1997
compared with  $281,988 for the six months ended  December 31, 1996, an increase
of $216,846 or 77%.  Product sales  increased  because the second quarter Fiscal
1998 results included a sale of a medium size optical archiving system and there
were no such  sales in the first  half of Fiscal  1997.  Service  revenues  were
$244,255 for the second  quarter of Fiscal 1998,  compared with $171,824 for the
second  quarter of Fiscal 1997,  an increase of $72,432 or 42%, and $375,898 for
the six months ended December 31, 1997 compared with $302,497 for the six months
ended December 31, 1996, an increase of $73,401 or 24%. The increases in service
revenues  were  attributable  to renewal of the Company's  service  contracts at
higher rates with all of the  Company's  customers  and to  consulting  services
rendered in the second quarter of Fiscal 1998.

Cost of Sales

Cost of sales includes component costs,  firmware license costs,  labor,  travel
and certain  overhead  costs.  Costs of sales in the aggregate  increased 69% to
$158,141 for the three months ended December 31, 1997 from $93,847 for the three
months ended December 31, 1996 and increased 117% to $367,803 for the six months
ended  December 31, 1997 from  $169,517  for the six months  ended  December 31,
1996,  in each case as a result of higher sales.  In addition,  the gross margin
percentage  increased to 71% for the three  months ended  December 31, 1997 from
67% for the three  months ended  December 31, 1996 and  decreased to 58% for the
six months ended  December  31, 1997 from 71% for the six months ended  December
31,  1996.  The gross  margin  percentage  decreased  for the six  months  ended
December  31, 1997  because the first  quarter of Fiscal 1998  included  service
sales at the older customer contract rates and sales of PaperClip Software which
must be purchased at a distributors' discount until the merger with PaperClip is
completed.

The gross margin for product  sales  increased to 76% for the three months ended
December  31, 1997 from 69% for the three  months  ended  December  31, 1996 and
decreased to 57% for the six months ended December 31, 1997 from 81% for the six
months ended  December 31, 1996.  The gross margin  percentage  on product sales
decreased  for the six months ended  December 31, 1997 because the first quarter
of Fiscal 1998 included sales of PaperClip Software which must be purchased at a
distributors'  discount until the merger with PaperClip is completed.  The gross
margin on services increased to 66% for the three months ended December 31, 1997
from 65% for the three months ended  December 31, 1996 and  decreased to 59% for
the six  months  ended  December  31,  1997  from 62% for the six  months  ended
December  31,  1996.  These gross  margin  changes  are due to service  contract
renewals at  improved  price  levels  that did not take effect  until the second
quarter of Fiscal 1998.

General and Administrative Expenses

General and  administrative  expenses  consist of  administrative  expenses  and
customer support expenses.  General and administrative expenses decreased 41% or
$197,087 to $280,094 for the three months ended  December 31, 1997 from $477,181
for the three months ended  December 31, 1996 and  decreased  25% or $190,988 to
$563,144  for the six months ended  December 31, 1997 from  $754,132 for the six
months ended  December 31, 1996.  The decreases were primarily due to reductions
in legal expenses and administrative  personnel.  Legal expenses incurred in the
first half of Fiscal 1998 related to the PaperClip  acquisition were capitalized
while legal  expenses  incurred  in the first half of Fiscal 1997 in  connection
with a bridge loan pursuant to the Company's October 1996 IPO were not.

Research and Development Expenses

Research and development  expenses  decreased by 45% or $221,401 to $280,094 for
the three  months  ended  December  31, 1997 from  $477,181 for the three months
ended December 31, 1996 and decreased by 29% or $265,595 to $644,366 for the six
months ended  December 31, 1997 from $909,961 for the six months ended  December
31, 1996. The decrease in research and development expenses was primarily due to
reduced  depreciation  expense  from the  conversion  of the  Company's  capital
mainframe lease to an operating  lease and to payroll  reductions of development
personnel during the second quarter of Fiscal 1998.

Selling Expenses

Selling  expenses  decreased  by $33,704 or 15% to $184,386 for the three months
ended  December 31, 1997 from  $218,090 for the three months ended  December 31,
1996 and  decreased  by $57,653  or 13% to  $375,746  for the six  months  ended
December 31, 1997 from $433,399 for the six months ended  December 31, 1996. The
decreases  were  primarily  the  result of lower  payroll  expenses  which  were
partially offset by increased  commissions  expense and investor relations costs
which were not incurred in the first half of Fiscal 1998.

Other Income and Expenses

Other income and expenses  consisted of interest  expense which decreased 82% or
$13,412 to $2,922 for the three months ended  December 31, 1998 from $16,334 for
the three  months  ended  December 31, 1997 and 96% or $94,820 to $3,669 for the
six months  ended  December  31,  1997 from  $98,489  for the six  months  ended
December  31,  1996.  These  interest  expense  reductions  were the  result  of
repayments  of a bank  loan  of  approximately  $220,000  and a  bridge  loan of
approximately  $1,500,000  in October,  1996 from the proceeds of the  Company's
initial  public  offering.  Interest  and other  income  decreased by $30,914 to
$12,230 for the three months ended  December 31, 1997 from $43,143 for the three
months ended  December 31, 1996 and was unchanged at  approximately  $46,000 for
the six months  ended  December  31, 1997 as  compared  to the six months  ended
December  31,  1996.  Included in the above  amount for the three and six months
ending December 31, 1997 was miscellaneous income of approximately  $43,000 from
the proceeds of an insurance reimbursement related to a damaged shipment.

Net Loss

As a result of the  foregoing,  the Company's net loss decreased 70% to $290,206
($.07 per share on 3,963,940 weighted average shares  outstanding) for the three
months  ended  December  31,  1997 from  $970,493  ($.39 per share on  2,457,952
weighted average shares  outstanding) during the three months ended December 31,
1996 and  decreased  43% to a loss of  $991,378  ($.25  per  share on  3,963,940
weighted average shares  outstanding) for the six months ended December 31, 1997
from  $1,734,625   ($.51  per  share  on  3,369,899   weighted   average  shares
outstanding) for the six months ended December 31, 1996.

Liquidity and Capital Resources

The Company had a working  capital  deficit of $258,586 at December  31, 1997 as
compared to a working capital surplus of $1,842,912 at June 30, 1997.

Total  cash used by  operating  activities  during the six month  periods  ended
December  31,  1997 and 1996 was  $929,948  and  $2,319,028,  respectively.  The
Company's  net  losses  for  these   periods  were   $991,378  and   $1,734,625,
respectively.  In addition to funding the Company's net loss,  the major uses of
capital for operating  activities during the six month period ended December 31,
1997 included an increase in accounts  receivable due to increased  sales during
the period. The Company's major source of cash from operating  activities was an
increase in accounts  payable of  approximately  $272,000 and a deferred revenue
increase of $132,768.

Cash used by investing  activities  for the six month periods ended December 31,
1997 and 1996 was  $1,184,424 and $10,367,  respectively.  The major use of cash
for investing  activities in Fiscal 1998 was for loans and advances to PaperClip
Software,  Inc. totaling $889,580 and deferred acquisition costs of $173,485 for
legal and accounting fees related to the acquisition.

Cash  provided by  financing  activities  was  $270,054 for the six month period
ended  December 31, 1997 and  $5,928,148 for the six month period ended December
31, 1996. The major source of cash for financing activities during the six month
period ended  December 31, 1997  consisted of loans by a director of the Company
secured  by  certain  accounts  receivable  of the  Company.  Cash  provided  by
financing  activities  for the six month  period  ended  December  31,  1996 was
obtained from the Company's $9,200,000 initial public offering in October, 1996,
which  was  partially  offset  by IPO  related  expenses,  and  repayment  of an
outstanding bridge loan and an outstanding bank loan.

The Company has suffered  recurring losses from operations and has negative cash
flows  from  operating  activities.  As  a  result,  the  Company's  independent
accountants  in their  report  dated  August  8, 1997 on the  audited  financial
statements  for the year ended June 30, 1997 included an  explanatory  paragraph
that described factors raising  substantial doubt about the Company's ability to
continue as a going concern.

As of December 31, 1997,  the Company had no  significant  long-term  debt.  The
Company  believes  that the remaining  proceeds from the IPO,  together with the
funds  generated  from  operations,  will be  sufficient  to meet the  Company's
working capital requirements only through February 1998. The Company has entered
into secured lines of credit with Mr. Chace,  pursuant to which Mr. Chace loaned
the  Company an  aggregate  of  $354,000  to date,  secured by certain  accounts
receivable.  The lines of credit are payable in full on or before  February  17,
1998.  On December  30, 1997,  the Company  entered into a letter of intent with
Joseph Stevens Company,  Inc. to undertake a private offering of a minimum of 10
and a  maximum  of 40  Placement  Units  for a  purchase  price of  $50,000  per
Placement Unit.  Pursuant to the terms of the letter of intent, no less than 50%
of the Placement Units sold in the private  placement are to be sold pursuant to
orders  received  through the Company.  Each  Placement  Unit  consists of a 10%
one-year  mandatorily  convertible  promissory  note in the principal  amount of
$50,000 and 20,000 warrants,  each warrant being  exercisable for three years to
purchase one share of the Company's  common stock at an exercise  price equal to
the lower of $.75 or 80% of the lowest  average  closing bid price of the Common
Stock on the Nasdaq  market for the five  consecutive  trading days  immediately
preceding  the initial,  any interim or the final closing dates of the Placement
Units offering.  If the offering of the Placement Units is not consummated and /
or the Company has insufficient  funds from  operations,  further equity or debt
financing will be sought. There can be no assurance that additional funds can be
obtained  on  acceptable  terms,  if at  all.  If  additional  financing  is not
available, the Company's business will be materially adversely affected.

The Company has suffered  recurring losses from operations and has negative cash
flows  from  operating  activities.  As  a  result,  the  Company's  independent
accountants  in their  report  dated  August  2, 1996 on the  audited  financial
statements  for the year ended June 30, 1996 included an  explanatory  paragraph
that described factors raising  substantial doubt about the Company's ability to
continue as a going concern.

The Company  believes  that its  current  corporate  infrastructure  can support
significant  increases  in  sales  without  proportionate  increases  in  costs.
However,  there can be no  assurances  that sales will increase or that any cost
advantage will result.

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 1998 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.  In addition,  the
Company's  proposed   acquisition  of  PaperClip  involves  numerous  risks  and
uncertainties  including the potential  inability to integrate  successfully the
operations  and  services  of the  acquired  businesses  and  the  diversion  of
management's attention from other business concerns.  There can be no assurances
that the Company will complete its proposed  acquisition  or that, if completed,
it will be successfully  integrated into the Company's  operations or provide an
acceptable return on the Company's investment.


<PAGE>

                           PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

2.1      Merger  Agreement  dated as of November 12, 1997 between  PaperClip and
         ASI   (incorporated   by   reference   to   Exhibit   A  of  the  Proxy
         Statement/Prospectus  filed as part of ASI's Registration  Statement on
         Form S-4, File No. 333-40181)

2.2      First  Amendment  to  Management  Agreement  dated  November  12,  1997
         (incorporated  by  reference  to  Exhibit  2.2  of  ASI's  Registration
         Statement on Form S-4, File No. 333-40181)

2.3      Form of  Amendment  to Merger  Agreement  dated as of  January  8, 1998
         (incorporated    by    reference    to   Exhibit   A   of   the   Proxy
         Statement/Prospectus  filed as part of ASI's Registration  Statement on
         Form S-4, File No. 333-40181)

10.1     ASI's 1997  Non-Employee  Director Stock Option Plan  (incorporated  by
         reference to Exhibit 10.6 of ASI's Registration  Statement on Form S-4,
         File No. 333-40181)

10.2     Employment  Termination  Agreement and Release dated September 30, 1997
         (incorporated  by  reference  to  Exhibit  10.10 of ASI's  Registration
         Statement on Form S-4, File No. 333-40181)

10.3     Letter  Agreement  dated November 20, 1997 between Malcolm G. Chace and
         ASI and Secured Line of Credit Note dated  November 20, 1997, and First
         Amendment to Loan Agreement and Promissory  Note dated as of January 5,
         1998  (incorporated by reference to Exhibit 10.11 of ASI's Registration
         Statement on Form S-4, File No. 333-40181)

10.4     Second  Amendment to Loan  Agreement  and  Promissory  Note dated as of
         January 27, 1998 between Malcolm G. Chace and ASI

10.5     Letter  Agreement  dated December 10, 1997 between Malcolm G. Chace and
         ASI,  and  Secured  Line  of  Credit  Note  dated   December  10,  1997
         (incorporated  by  reference  to  Exhibit  10.12 of ASI's  Registration
         Statement on Form S-4, File No. 333-40181)

10.6     Letter  Agreement  dated December 30, 1997 between Malcolm G. Chace and
         ASI,  and  Secured  Line  of  Credit  Note  dated   December  30,  1997
         (incorporated  by  reference  to  Exhibit  10.13 of ASI's  Registration
         Statement on Form S-4, File No. 333-40181)

10.7     First  Amendment to Loan Agreement and First  Amendment to Secured Line
         of Credit Note,  each dated as of January 27, 1998  between  Malcolm G.
         Chace and ASI

10.8     Second Amendment to Loan Agreement and Second Amendment to Secured Line
         of Credit Note,  each dated as of February 10, 1998 between  Malcolm G.
         Chace and ASI

10.10    Letter of Intent with Joseph Stevens & Company, Inc. dated December 30,
         1997  (incorporated  by reference to Exhibit 2.6 of ASI's  Registration
         Statement on Form S-4, File No. 333-40181)

27       Financial Data Schedule

(b)    Reports on Form 8-K

         Form 8-K dated November 12, 1997 relating to the Merger  Agreement with
         PaperClip Software, Inc.



<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: February 13, 1997               /s/ Robert H. Stone
                                      ------------------------------------
                                          Robert H. Stone
                                          President and CEO



Date: February 13, 1997               /s/ Denis L. Marchand
                                      ------------------------------------
                                          Denis L. Marchand
                                          Vice President of Finance and 
                                          Administration and Chief Accounting
                                          Officer (Principal Accounting
                                          Officer)