<PAGE>

                                  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, 1998



                                       or

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

               For the transition period from _______ to ________



Commission file number 0-28920



                      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, 1999 was 3,963,940.



<PAGE>

                      ACCESS SOLUTIONS INTERNATIONAL, INC.

                                      INDEX

<TABLE>
<CAPTION>


PART I.                FINANCIAL INFORMATION                                                          PAGE
<S>                    <C>                                                                            <C>

Item 1.                Financial Statements

                       Balance sheets--December 31, 1998 (unaudited)
                       and June 30, 1998                                                                 3

                       Statements of operations (unaudited) --Three
                       months and six months ended  December 31, 1998 and 1997                           5

                       Statements of cash flows (unaudited) -- Six
                       months ended December 31, 1998 and 1997                                           6

                       Notes to unaudited  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

</TABLE>


<PAGE>

                      ACCESS SOLUTIONS INTERNATIONAL, INC.

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements


                      ACCESS SOLUTIONS INTERNATIONAL, INC.
                                 BALANCE SHEETS


<TABLE>
<CAPTION>

                                                            December 31,          June 30,
                                                                1998                1998
                                                             (Unaudited)
<S>                                                          <C>                 <C>
ASSETS

CURRENT ASSETS:
    Cash and cash equivalents                                $   71,125          $  238,459
    Trade accounts receivable, net of allowance for
         doubtful accounts of $13,167                           415,968             341,926
    Inventories                                                 103,665             112,855
    Prepaid expenses and other current assets                    67,202              96,088
                                                             ----------          ----------

       TOTAL CURRENT ASSETS                                     657,960             789,328

PROPERTY & EQUIPMENT, NET                                       156,267             281,240

OTHER ASSETS:
    Deposits and other assets                                    84,820              51,308
    Service Contract Inventory                                     --                 1,980
                                                             ----------          ----------

    TOTAL OTHER ASSETS                                           84,820              53,288
                                                             ----------          ----------

TOTAL ASSETS                                                 $  899,047          $1,223,856
                                                             ----------          ----------
                                                             ----------          ----------

</TABLE>



SEE NOTES TO UNAUDITED  FINANCIAL STATEMENTS.


<PAGE>

                      ACCESS SOLUTIONS INTERNATIONAL, INC.
                                 BALANCE SHEETS
<TABLE>
<CAPTION>


                                                                December  31,            June 30,
                                                                    1998                  1998
                                                                 (Unaudited)
<S>                                                             <C>                   <C>

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Current installments of capital lease obligations                  --             $      6,716
    Accounts payable                                                772,041                922,077
    Accrued salaries and wages                                      105,257                 74,053
    Accrued expenses                                                279,845                174,701
    Deferred revenue-prepaid service contracts                      665,405                476,153
                                                               ------------           ------------

         TOTAL CURRENT LIABILITIES                                1,822,548              1,653,700

CONVERTIBLE NOTES PAYABLE                                           650,000                650,000

TOTAL LIABILITIES                                                 2,472,548              2,303,700
                                                               ------------           ------------

STOCKHOLDERS' DEFICIT:
    Common Stock, $.01 par value, 13,000,000
      shares authorized, 3,965,199 shares issued                     39,652                 39,652
    Additional paid-in capital                                   17,637,694             17,637,694
    Accumulated deficit                                         (19,232,791)           (18,839,134)
                                                               ------------           ------------

           TOTAL                                                 (1,555,445)            (1,161,788)

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

         TOTAL STOCKHOLDERS' DEFICIT                             (1,573,501)            (1,179,844)
                                                               ------------           ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                    $    899,047           $  1,223,856
                                                               ------------           ------------
                                                               ------------           ------------

</TABLE>




Note: The balance sheet at June 30, 1998 has been derived from the audited
financial statements at that date, however, does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.


SEE NOTES TO UNAUDITED FINANCIAL STATEMENTS


<PAGE>


                      ACCESS SOLUTIONS INTERNATIONAL, INC.
                      STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>

                                                For the Three Months               For the Six Months
                                                 Ended December 31,                Ended December 31,
                                               1998             1997             1998              1997
                                           -----------      -----------      -----------      -----------
<S>                                        <C>              <C>              <C>              <C>

NET SALES:

    Products                               $    16,785      $   305,421      $    42,166      $   498,834
    Services                                   206,417          244,255          395,614          375,898
                                           -----------      -----------      -----------      -----------

    TOTAL NET SALES                            223,202          549,676          437,780          874,732
                                           -----------      -----------      -----------      -----------

 COST OF SALES:
    Products                                    10,596           74,489           24,277          212,938
    Services                                    60,547           83,652          122,937          154,865
                                           -----------      -----------      -----------      -----------

    TOTAL COST OF SALES                         71,143          158,141          147,214          367,803
                                           -----------      -----------      -----------      -----------


GROSS PROFIT                                   152,059          391,535          290,566          506,929
                                           -----------      -----------      -----------      -----------

OPERATING EXPENSES:
    Selling expense                             47,840          184,386           94,792          375,746
    General and administrative expense         147,919          280,094          314,005          563,144
    Research and development expense            30,430          268,135           75,546          644,366
                                           -----------      -----------      -----------      -----------

    TOTAL OPERATING EXPENSES                   226,189          732,615          484,343        1,583,256
                                           -----------      -----------      -----------      -----------

LOSS FROM OPERATIONS                           (74,130)        (341,080)        (193,777)      (1,076,327)
                                           -----------      -----------      -----------      -----------


OTHER INCOME AND (EXPENSE):
    Interest and other income                      156           53,796            2,335           88,618
    Interest expense                           (31,561)          (2,922)         (63,234)          (3,669)
    Other expense                                 --               --           (138,981)             --
                                           -----------      -----------      -----------      -----------

    TOTAL OTHER INCOME/(EXPENSE)               (31,405)          50,874         (199,880)          84,949
                                           -----------      -----------      -----------      -----------

NET LOSS                                      (105,535)        (290,206)        (393,657)        (991,378)

NET LOSS PER COMMON SHARE                        (0.03)           (0.07)           (0.10)           (0.25)

Weighted average number of
common shares                                3,963,940        3,963,940        3,963,940        3,963,940

</TABLE>


SEE NOTES TO UNAUDITED  FINANCIAL STATEMENTS.


<PAGE>

                      ACCESS SOLUTIONS INTERNATIONAL, INC.
                            STATEMENTS OF CASH FLOWS
                      FOR THE SIX MONTHS ENDED DECEMBER 31,
                                  (UNAUDITED)


<TABLE>
<CAPTION>

                                                                                          1998                   1997
                                                                                       -----------           -----------
<S>                                                                                    <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss                                                                         $  (393,657)          $  (991,378)
                                                                                       -----------           -----------
      Adjustments to reconcile net loss to net cash used by
        operating activities:
      Depreciation and amortization                                                         90,220                81,020
      Provision for doubtful accounts                                                      (21,946)              (11,547)
           Changes in assets and liabilities:
      (INCREASE) DECREASE IN:
         Trade accounts receivable                                                         (52,096)             (441,067)
         Inventories                                                                        11,171                47,558
         Deposits                                                                            1,850                  --
         Prepaid expenses and other current assets                                         (31,249)               41,565
      INCREASE (DECREASE) IN:
         Accounts payable                                                                 (150,036)              271,951
         Accrued expenses and salaries and wages                                           136,349               (55,658)
Deferred revenue - Prepaid service contracts                                               189,252               132,768
                                                                                       -----------           -----------

    NET CASH USED FOR OPERATING ACTIVITIES                                                (220,142)             (924,788)
                                                                                       -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Disposition/Additions to property & equipment                                         59,524              (126,519)
      Loans and advances to PaperClip                                                     (138,981)             (889,580)
      Loans and advances written off relating to PaperClip merger termination              138,981                  --
      Deferred merger costs                                                                   --                (173,485)
                                                                                       -----------           -----------

    NET CASH PROVIDED BY/(USED FOR) INVESTING ACTIVITIES                                    59,524            (1,189,584)
                                                                                       -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from related party loans                                                       --                 282,368
      Repayments on capital lease obligations                                               (6,716)              (12,314)
                                                                                       -----------           -----------

CASH (USED FOR)/PROVIDED BY FINANCING ACTIVITIES                                            (6,716)              270,054
                                                                                       -----------           -----------

    NET INCREASE/(DECREASE) IN CASH                                                       (167,334)            1,844,318

CASH EQUIVALENTS, BEGINNING OF PERIOD                                                      238,459             1,889,446
                                                                                       -----------           -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                               $    71,125           $    45,128
                                                                                       -----------           -----------
                                                                                       -----------           -----------

</TABLE>


SEE NOTES TO UNAUDITED FINANCIAL STATEMENTS.


<PAGE>

                      ACCESS SOLUTIONS INTERNATIONAL, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The accompanying unaudited 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, 1998
are not necessarily indicative of the results that may be expected for the year
ended June 30, 1999. 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, 1999.

2.  LEGAL PROCEEDINGS

On August 29, 1997, the Company filed a complaint in the United States
District Court for the District of Rhode Island against Data/Ware
Development, Inc. ("Data/Ware") and Eastman Kodak Company, Inc. ("Kodak")
alleging infringement of the Company's patents. The claim states that
Data/Ware and Kodak collectively manufacture, use and/or sell equipment for
recording data on optical media and alleges that the manufacture and sale of
such equipment, and use by purchasers thereof, infringes one or more of the
Company's patents. The claim calls for an order enjoining the defendants from
further infringement of its patents, damages and interest for infringement
and reasonable attorney's fees and such other relief that the court deems
proper. The outcome of this claim cannot be determined at this time.

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


<PAGE>


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 $665,405.

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 certain
internal office and 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.

ASI's total expenditures for research and development for Fiscal 1998 and Fiscal
1997 were $921,537 and $1,651,322 respectively. Due to the completion of all
customer, commitments to the GIGAPAGE product by the end of the second quarter
of Fiscal 1998, it is anticipated that development costs for Fiscal 1999 will be
substantially reduced from prior levels.

ASI has historically incurred net losses and anticipates that further net losses
will be incurred prior to the time, if ever, that ASI achieves profitability.
However, ASI has taken certain steps intended to limit incurring future net
losses. Such steps include: (i) the reduction of personnel from 14 to 4
full-time and two part-time employees during Fiscal year ending 1998 and the
first quarter of Fiscal 1999 which is expected to reduce overhead by
approximately $50,000 per quarter (ii) reduction of ASI's operating facilities
by 60% which is expected to save approximately $40,000 per year and (iii) joint
development and marketing agreements which are expected to increase sources of
revenues at minimum cost. While no assurance can be given that such steps will
be sufficient to limit losses, which may be incurred in the future, ASI believes
that such steps, when fully implemented, may enable ASI to realize improved
operating results. Of the 10 employees terminated or reclassified, one was field
support, two were product development personnel, four were administrative staff,
two were sales and one was production. Of the above, one employee each from
administrative staff and product development were reclassified from full-time to
part-time employees. Many of the product development personnel were employed in
enhancing ASI's GIGAPAGE product, which has now been substantially completed.
ASI does


<PAGE>


not believe that these steps, particularly the reduction in the workforce, have
to date or will in the future materially adversely impact ASI's revenues and
earnings.

RESULTS OF OPERATIONS

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

THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 1998 COMPARED TO THREE MONTHS AND
SIX MONTHS ENDED DECEMBER 31, 1997

NET SALES

Net sales for the three months ended December 31, 1998 were $223,202 compared
with $549,676 for the three months ended December 31, 1997, a decrease of
$326,474 or 59%, and $437,780 for the six months ended December 31, 1998,
compared with $874,732 for the six months ended December 31, 1997, a decrease of
$436,952 or 50%. Product sales were 16,785 for the second quarter of Fiscal 1999
compared with $305,421 for the second quarter of Fiscal 1998, a decrease of
$288,636 or 95%, and $42,166 for the six months ended December 31, 1998 compared
with $498,834 for the six months ended December 31, 1997, a decrease of $456,668
or 92%. Product sales decreased due to the second quarter of 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 1999.

Service revenues were $206,417 for the second quarter of Fiscal 1999, compared
with $244,255 for the second quarter of Fiscal 1998, a decrease of $37,838 or
15%, and $395,614 for the six months ended December 31, 1998 compared with
$375,898 for the six months ended December 31, 1997, an increase of $19,716 or
5%.


COST OF SALES

Cost of sales includes component costs, firmware license costs, labor, travel
and certain overhead costs. Costs of sales in the aggregate decreased 55% to
$71,143 for the three months ended December 31, 1998 from $158,141 for the three
months ended December 31, 1997 and decreased 60% to $147,214 for the six months
ended December 31, 1998 from $367,803 for the six months ended December 31,
1997, in each case as a result of lower sales. Costs of sales for products
decreased 86% to $10,596 for the three months ended December 31, 1998 from
$74,489 for the three months ended December 31, 1997 and decreased 89% to
$24,277 for the six months ended December 31, 1998 from $212,938 for the six
months ended December 31, 1997. Costs of sales for services decreased 28% to
$60,547 for the three months ended December 31, 1998 from $83,652 for the three
months ended December 31, 1997 and decreased 21% to $122,937 for the six months
ended December 31, 1998 from $154,865 for the six months ended December 31,
1997.


SELLING EXPENSES

Selling expenses decreased by $136,546 or 74% to $47,840 for the three months
ended


<PAGE>


December 31, 1998 from $184,386 for the three months ended December 31, 1997 and
decreased by $280,954 or 75% to $94,792 for the six months ended December 31,
1998 from $375,746 for the six months ended December 31, 1997.


GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses consist of administrative and certain
internal office and support expenses expenses. General and administrative
expenses decreased 47% or $132,175 to $147,919 for the three months ended
December 31, 1998 from $280,094 for the three months ended December 31, 1997 and
decreased 44% or $249,139 to $314,005 for the six months ended December 31, 1998
from $563,144 for the six months ended December 31, 1997. The decreases were
primarily due to reductions in legal expenses and administrative personnel.


RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses decreased by 89% or $237,705 to $30,430 for
the three months ended December 31, 1998 from $268,135 for the three months
ended December 31, 1997 and decreased by 88% or $568,820 to $75,546 for the six
months ended December 31, 1998 from $644,366 for the six months ended December
31, 1997. The decrease in research and development was primarily due to reduced
personnel costs resulting from the completion of the Company's development
projects in Fiscal 1998.


OTHER INCOME AND EXPENSES

Other income and expenses consisted of interest expense which increased $28,639
to $31,561 for the three months ended December 31, 1998 from $2,922 for the
three months ended December 31, 1997 and $59,565 to $$63,234 for the six months
ended December 31, 1998 from $3,669 for the six months ended December 31, 1997.
This increase represents accrued interest on a $650,000 loan made to the Company
at an annual interest rate of 19% by a former stockholder and director. Interest
and other income decreased by $53,640 to $156 for the three months ended
December 31, 1998 from $53,796 for the three months ended December 31, 1997 and
decreased 97% to $2,335 for the six months ended December 31, 1998 as compared
to 88,618 for the six months ended December 31, 1997. Other expenses increased
by $138,891 as a result of expenses incurred from the discontinued merger of
PaperClip Software, Inc. which was terminated on August 24, 1998.

NET LOSS

As a result of the foregoing, the Company's net loss decreased 64% to $105,535
($.03 per share on 3,963,940 weighted average shares outstanding) for the three
months ended December 31, 1998 from $290,206 ($.07 per share on 3,963,940
weighted average shares outstanding) during the three months ended December 31,
1997 and decreased 60% to a loss of $393,657 ($.10 per share on 3,963,940
weighted average shares outstanding) for the six months ended December 31, 1998
from $991,378 ($.25 per share on 3,963,940 weighted average shares outstanding)
for the six months ended December 31, 1997.


<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

The Company had a working capital deficit of $1,164,588 at December 31, 1998 as
compared to a working capital deficit of $258,586 at December 31, 1997.

Total cash used for operating activities during the six-month periods ended
December 31, 1998 and 1997 was $220,142 and $924,788, respectively. The
Company's net losses for these periods were $393,657 and $981,378, 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, 1998
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 accrued expenses of $136,349 and a deferred revenue increase of
$189,252.

Cash provided (used) for investing activities for the six month periods ended
December 31, 1998 and 1997 was $59,524 and $1,189,584, respectively. The major
use of cash for investing activities in Fiscal 1998 was for loans and advances
to PaperClip Software, Inc. totaling $138,981.

Cash used for financing activities was $6,716 for the six month period ended
December 31, 1998 and $270,054 was provided for the six month period ended
December 31,1997. The major source of cash for financing activities during the
six month period ended December 31,1997 consisted of loans by a former director
of ASI secured by certain accounts receivable of the Company.

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 July 20, 1999 on the audited financial
statements for the year ended June 30, 1998 included an explanatory paragraph
that described factors raising substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability of asset and classifications of
liabilities or any other adjustments that might be necessary should ASI be
unable to continue as a going concern.

As of December 31, 1998, ASI had long term debt totaling approximately $727,000
including interest. ASI believes that the proceeds from this loan, together with
funds generated from operations, will be sufficient to meet ASI's working
capital requirements through September, 1999. There can be no assurance that
additional funds can be obtained on acceptable terms, if at all. If additional
financing is not available, ASI's business will be materially adversely
affected.

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


<PAGE>


Reform Act of 1995. The Company cautions that a number of important factors
could cause actual results for Fiscal 1999 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





<PAGE>


                           PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

27       Financial Data Schedule

(b)    Reports on Form 8-K

         none