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, 2002

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 March 31, 2002 was 3,963,940.

<PAGE>



                      Access Solutions International, Inc.

                                      INDEX
                                      -----



PART I.                FINANCIAL INFORMATION                                PAGE
                       ---------------------                                ----
Item 1.                Financial Statements


                       Condensed balance sheets--
                         March 31, 2002 (unaudited)and June 30, 2001           3

                       Condensed (unaudited) statements of operations--
                         Three months and nine months
                         ended  March 31, 2002 and 2001                        5

                       Condensed  (unaudited)  statements of cash flows--
                         Nine months ended March 31, 2002 and 2001             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


                                                         March 31,    June 30,
                                                           2002         2001
                                                       -----------    ----------
                                                       (Unaudited)
Assets
Current assets:
    Cash and cash equivalents                            $2,338,851   $2,426,279
    Trade accounts receivable, net of allowance for
         doubtful accounts of $17,375 and $4,344             71,002      191,145
    Inventories                                              15,003       21,472
    Prepaid expenses and other current assets                14,988       32,819
                                                       ------------   ----------
       Total current assets                               2,439,844    2,671,715

Fixed assets, net                                             2,104        6,038
                                                       ------------   ----------

Total assets                                             $2,441,948   $2,677,753
                                                       ============   ==========


             See notes to unaudited condensed financial statements.


                                        3



<PAGE>




                      Access Solutions International, Inc.
                            Condensed Balance Sheets

                                                          March 31,     June 30,
                                                           2002           2001
                                                        -----------  -----------
                                                        (Unaudited)

Liabilities and stockholders' equity

Current liabilities:
    Accounts payable                                   $   137,312    $ 218,103
    Accrued salaries and wages                              21,626       29,341
    Accrued expenses                                        57,481       65,471
     Provision for income taxes                               --         95,000
    Deferred revenue-prepaid service contracts             275,418      367,951
         Total current liabilities                         491,837      775,866
                                                       ------------  -----------
         Total liabilities                                 491,837      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                                (15,709,179)  15,757,403
                                                       ------------  -----------
                                                         1,968,167    1,919,943


    Treasury stock, at cost (1,259 shares)                 (18,056)    (18,056)
                                                       ------------  -----------
         Total stockholders' equity                      1,950,111    1,901,887
                                                       ------------  -----------
         Total liabilities and stockholders' equity    $ 2,441,948   $2,677,753
                                                       ============  ===========

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 Nine Months
                                                   Ended March 31,              Ended March 31,
                                                 2002           2001          2002           2001
                                             -----------    -----------    -----------    -----------
<S>                                          <C>            <C>            <C>            <C>

Net sales:
    Products                                 $     3,750    $     3,750    $    16,326    $    25,143
    Services                                     175,343        194,913        500,433        606,644
                                             -----------    -----------    -----------    -----------
           Total net sales                       179,093        198,663        516,759        631,787
                                             -----------    -----------    -----------    -----------
 Cost of sales:
    Products                                        --             --            1,317            245
                                             -----------    -----------    -----------    -----------
    Services                                      42,544         38,470        120,024        141,432
                                             -----------    -----------    -----------    -----------
           Total cost of sales                    42,544         38,470        121,341        141,677
                                             -----------    -----------    -----------    -----------

Gross profit                                     136,549        160,193        395,418        490,110
                                             -----------    -----------    -----------    -----------
perating expenses:
    Selling expense                               30,037         30,405         97,016         96,495
    General and administrative expense           118,490         99,371        386,382        283,548
                                             -----------    -----------    -----------    -----------
Total operating expenses                         148,527        129,776        483,398        380,043
                                             -----------    -----------    -----------    -----------
(Loss) profit from operations                    (11,978)        30,417        (87,980)       110,067
                                             -----------    -----------    -----------    -----------
Other (revenue) and expense:
    Interest income                              (17,293)        (7,445)       (65,345)       (11,926)
Interest expense                                    --           45,580           --          222,738
    Miscellaneous income                         (23,620)       (15,746)       (70,859)       (23,620)
    Other expense                                   --           26,041           --          125,212
                                             -----------    -----------    -----------    -----------
Total other (revenue)/expense                    (40,913)        48,430       (136,204)       312,404
                                             -----------    -----------    -----------    -----------
Net income (loss)                            $    28,935    ($   18,013)   $    48,224    ($  202,337)
                                             -----------    -----------    -----------    -----------
Primary net income (loss) per common share          0.01          (0.00)          0.01          (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 Nine Months Ended
                                                                       March 31,
                                                                   2002           2001
                                                               -----------    -----------
<S>                                                            <C>            <C>

Cash flows from operating activities
    Net income (loss)                                          $    48,224    ($  202,337)
                                                               -----------    -----------
Adjustments to reconcile net loss to net cash used by
      operating activities:
        Loss on disposition of fixed assets                           --           40,755
        Depreciation and amortization                                3,934         17,624
Increase (decrease) in provision for doubtful accounts-Trade        13,031         (8,167)
        Changes in assets and liabilities:
        (Increase) decrease in:
         Trade accounts receivable                                 107,112        244,312
         Inventories                                                 6,469         (1,142)
         Prepaid expenses and other current assets                  17,831          7,012
         Increase (decrease) in:
         Accounts payable                                          (80,791)      (153,821)
         Accrued expenses                                          (15,705)       (51,268)
         Provision  for income taxes                               (95,000)
         Deferred revenue - prepaid service contracts              (92,533)      (105,291)
                                                               -----------    -----------

NET Cash used by operating activities                              (87,428)      (212,323)
                                                               -----------    -----------
Cash flows from financing activities
    Proceeds from notes payable for litigation advances               --          294,428
Net Cash provided by financing activities                             --          294,428

Net (decrease) INCREASE in cash                                    (87,428)        82,105

Cash and Cash equivalents, beginning of period                   2,426,279         58,042
                                                               -----------    -----------
Cash and cash equivalents, end of period                       $ 2,338,851    $   140,147
                                                               ===========    ===========
</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,  2002  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 March 31, 2002 is approximately  $222,000.  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  March 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 March 31, 2002, ASI had deferred revenue in the amount of $275,418.

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 Nine Months Ended March 31, 2002 Compared
to Three Months and Nine Months Ended March 31, 2001

Net Sales
---------

Net sales for the three months ended March 31, 2002 were $179,093  compared with
$198,663  for the three  months  ended March 31,  2001, a decrease of $19,570 or
10%,  and  $516,759  for the nine months  ended March 31,  2002,  compared  with
$631,787  for the nine months  ended March 31,  2001,  a decrease of $115,028 or
18%.  Product  sales were $3,750 for the third  quarters of both Fiscal 2002 and
2001 and $16,326 for the nine months ended March 31, 2002  compared with $25,143
for the nine months ended March 31,  2001, a decrease of $8,817 or 35%.  Service
revenues  were  $175,343  for the third  quarter of Fiscal 2002,  compared  with
$194,913 for the third quarter of Fiscal 2001, a decrease of $19,570 or 10%, and
$500,433 for the nine months ended March 31, 2002 compared with $606,644 for the
nine months ended March 31, 2001, a decrease of $106,211 or 18%.  This  decrease
was primarily due to the site  consolidation by one customer and the decision by
three other customers not to continue their maintenance agreements.


                                        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  increased 11% to
$42,544 for the three  months  ended  March 31, 2002 from  $38,470 for the three
months  ended March 31, 2001 and  decreased  14% to $121,341 for the nine months
ended March 31, 2002 from  $141,677  for the nine months  ended March 31,  2001.
Cost of sales for services  increased  11% to $42,544 for the three months ended
March 31,  2002 from  $38,470  for the three  months  ended  March 31,  2001 and
decreased 15% to $120,024 for the nine months ended March 31, 2002 from $141,432
for the nine  months  ended  March 31,  2001,  primarily  due to lower sales and
renegotiated third-party contracts.

General and Administrative Expenses
-----------------------------------

General and  administrative  expenses  consist of  administrative  expenses  and
technical support.  General and administrative expenses increased 19% or $19,119
to $118,490 for the three months ended March 31, 2002 from $99,371 for the three
months  ended March 31, 2001 and  increased  36% or $102,834 to $386,382 for the
nine months  ended March 31, 2002 from  $283,548 for the nine months ended March
31,  2001.  This  increase  was  primarily  due to  higher  insurance  premiums,
additional  accounting  fees,  miscellaneous  state  franchise  taxes which were
unusually  high  due  to  the  revenue  received  from  the  settlement  of  the
Anacomp/Kodak  lawsuit,  and  bad  debt  expense  associated  with  a  contested
equipment lease.

Selling Expenses
----------------

Selling  expenses  decreased by $368 or 1% to $30,037 for the three months ended
March 31, 2002 from $30,405 for the three  months  ended March 31,  2001,  while
increasing  by $521 or 1% to $97,016  for the nine  months  ended March 31, 2002
from $96,495 for the nine months ended March 31, 2001.

Other Income and Expenses
-------------------------

Other income and expenses  consisted  primarily of interest  income and interest
expense. Interest income increased $9,848 from $7,445 for the three months ended
March  31,  2001 to  $17,293  for the three  months  ended  March  31,  2002 and
increased  $53,419  from  $11,926  for the nine  months  ended March 31, 2001 to
$65,345  for the nine months  ended March 31,  2002.  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 March 31, 2002
from $45,580 for the three months ended March 31, 2001 and decreased  100% to $0
for the nine months ended March 31, 2002 from $222,738 for the nine months ended
March 31,  2001.  This  elimination  of  interest  expense  is the result of the
retirement of an  outstanding  note in May, 2001.  Miscellaneous  income for the
third  quarter of Fiscal 2002  increased  $7,874 to $23,620 from $15,746 for the
third  quarter of Fiscal  2001 and  increased  $47,239  to $70,859  for the nine
months  ended  March 31, 2002 from  $23,620 for the nine months  ended March 31,
2001. This primarily represents principal repayments on the note receivable from
PaperClip  Software,  Inc.,  which is fully  reserved  for as of March 31, 2002.
Other  expense  for the three  months and nine  months  ended March 31, 2001 was
$26,041 and $125,212,  respectively.  This expense was related to legal expenses
associated  with the patent  litigation  and 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  $89,343 to $40,913 of income for
the three  months  ended  March 31,  2002 from a loss of  $48,430  for the three
months  ended  March 31,  2001 and  $448,608  to $136,204 of income for the nine
months  ended March 31, 2002 from a loss of $312,404  for the nine months  ended
March 31, 2001.

                                       10

<PAGE>
Income (Loss)
-------------

As a result of the  foregoing,  ASI  realized a net profit of $28,935  ($.01 per
share on 3,963,940  weighted  average shares  outstanding)  for the three months
ended March 31, 2002, an improvement of $46,948 from a net loss of $18,013 ($.00
loss per share on 3,963,940  weighted  average  shares  outstanding)  during the
three months ended March 31, 2001 and a net profit of $48,224 ($.01 per share on
3,963,940  weighted average shares  outstanding) for the nine months ended March
31, 2002, an  improvement of $250,561 from a net loss of $202,337 ($.05 loss per
share on 3,963,940 weighted average shares  outstanding)  during the nine months
ended March 31, 2001.

Liquidity and Capital Resources
-------------------------------

ASI had a working capital surplus of $1,948,007 as of March 31, 2002 compared to
a working capital deficit of $738,500 at March 31, 2001.

Total cash used by operating activities during the nine-month period ended March
31, 2002 was $87,428,  compared to $212,323  during the nine-month  period ended
March 31, 2001. For the nine months ended March 31, 2002, the major uses of cash
were a payment for income taxes, the repayment of old payables and a decrease in
deferred revenue from prepaid service contracts.  The major uses of cash for the
nine months ended March 31, 2001 were primarily the repayment of old payables.

No cash was provided by financing  activities during the nine months ended March
31, 2002. In comparison,  $294,428 was provided by financing  activities for the
nine-month period ended March 31, 2001, 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.


                                       11
<PAGE>


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-nine  (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.

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

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


Item 6. Exhibits and Reports on Form 8-K


(a) Exhibits
         None

(b)  Reports on Form 8-K
         None


                                       13

<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.

                                   /s/ Robert H. Stone
                                   ------------------------------------
                                       Robert H. Stone
                                       President and CEO


Date: April 12, 2002







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