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, 1996



                                       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 February 15, 1997 was 3,963,940.




<PAGE>




                      Access Solutions International, Inc.

                                      INDEX



PART I.   FINANCIAL INFORMATION                                         PAGE

Item 1.   Financial Statements

          Condensed   balance sheets--December 31, 1996 (unaudited)
          and June 30, 1996                                                3

          Condensed  (unaudited) statements of operations --Three
          months and six months ended  December 31, 1996 and 1995          5

          Condensed  (unaudited)  statements of cash flows -- Six
          months ended December 31, 1996 and 1995                          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


                      Access Solutions International, Inc.
                            Condensed Balance Sheets



                                                   December 31,        June 30,
                                                       1996              1996
                                                    (Unaudited)

Assets
Current assets:
    Cash                                             $4,136,584        $537,831
    Trade accounts receivable, net allowance for
         doubtful accounts of $38,637 and $50,304,      351,930         426,005
         respectively
    Inventories                                         529,158         504,450
    Prepaid expenses and other current assets           168,323          61,995
                                                   ------------     -----------
    Total current assets                              5,185,995       1,530,281

Fixed assets, net                                       319,354         592,461

Other assets:
    Deposits and other assets                            14,335          90,940
    Remote service inventory, net                        57,878          79,549
    Deferred financing costs                               -            581,065
                                                   ------------     -----------
       Total Other assets                                72,213         751,554
                                                   ------------     -----------
       Total assets                                  $5,577,562      $2,874,296
                                                     ==========      ==========



See notes to unaudited condensed financial statements.


<PAGE>

<TABLE>
<CAPTION>

                      Access Solutions International, Inc.
                            Condensed Balance Sheets


                                                                 December 31,            June 30,
                                                                     1996                  1996
                                                                  (Unaudited)

Liabilities and stockholders' deficit Current liabilities:
<S>                                                            <C>                       <C>     
    Note payable-bank                                          $       -                 $290,000
    Notes payable-bridge                                               -                1,363,973
    Accounts payable                                                   90,615             695,341
    Current installments of capital lease obligations                  24,033              72,562
    Accrued expenses                                                  169,294             163,769
    Accrued salaries and wages                                        187,302             467,234
    Deferred revenue-prepaid service contracts                        418,433             448,492
                                                                      -------             -------


           Total current liabilities                                  889,677           3,501,371

Capital lease obligations, excluding current installments              19,659              31,974
                                                                       ------              ------

           Total liabilities                                          909,336           3,533,345

Stockholders' equity/(deficit):
    Common Stock, $.01 par value, 13,000,000
    shares authorized, 3,965,199 and 1,511,865                         39,652              15,119
    shares issued, respectively.

    Additional paid-in capital                                     17,637,087          10,599,720
    Accumulated deficit                                           (12,990,457)        (11,255,832)
                                                                  ------------        ------------

                                                                    4,686,282            (640,993)
    Treasury stock, at cost (1,259 shares)                            (18,056)            (18,056)
                                                                      --------            --------

           Total stockholders' equity/(deficit)                     4,668,226           ( 659,049)
                                                                   ----------           ----------

           Total liabilities and stockholders'
           equity/(deficit)                                        $5,577,562          $2,874,296
                                                                   ==========          ==========



Note:  The  balance  sheet at June 30,  1996 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.

</TABLE>



See notes to unaudited condensed financial statements

<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,
                                                     1996            1995                1996            1995

Net Sales:

<S>                                                 <C>            <C>                  <C>            <C>     
    Products                                        $109,527       $144,624             $281,988       $237,032
    Services                                         171,824        151,311              302,498        293,806
                                                     -------        -------              -------        -------
           Total net sales                           281,351        295,935              584,486        530,838
                                                     -------        -------              -------        -------
 Cost of Sales:
    Products                                          33,940         50,294               54,252         98,724
    Services                                          59,907         70,858              115,265        122,914
                                                      ------         ------              -------        -------
           Total cost of sales                        93,847        121,152              169,517        221,638
                                                      ------        -------              -------        -------

Gross profit                                         187,504        174,783              414,969        309,200
                                                     -------        -------              -------        -------

Operating Expenses:
    General and administrative expense               460,308        789,751              816,482      1,260,389
Research and development expense                     523,353        458,260              943,528      1,026,225
    Selling expense                                  201,146        250,380              337,482        495,626
                                                     -------        -------              -------        -------
           Total operating expenses                1,184,807      1,498,391            2,097,492      2,782,240
                                                   ---------      ---------            ---------      ---------

           Loss from operations                    ( 997,303)    (1,323,608)         ( 1,682,523)    (2,473,040)
                                                   ----------    -----------         ------------    -----------

Other income and expenses:
    Interest income                                   43,144          2,900               46,387          4,615
    Interest expense                                 (16,334)       (77,363)             (98,489)      (111,150)
                                                      -------        -------              -------       --------
           Total other income/(expenses)              26,810        (74,463)             (52,102)      (106,535)
                                                      ------         -------              -------       --------

Net loss                                           ($970,493)   ($1,398,071)         ($1,734,625)   ($2,579,575)
                                                   ==========   ============         ============   ============

Net loss applicable to common stock:
    Net loss                                       ($970,493)   ($1,398,071)         ($1,734,625)   ($2,579,575)
    Accrued dividends on preferred stock                -           (50,000)                 -         (100,000)
                                              -------------         --------    ---------------        ---------

                                                   ($970,493)   ($1,448,071)         ($1,734,625)   ($2,679,575)
                                                   ==========   ============         ============   ============

Net loss per common share                         ($.39)          ($.96)               ($.51)           ($1.79)
                                                  ======          ======              =======           =======

Weighted average number of
common shares                                      2,457,952      1,501,152            3,369,899      1,501,152


</TABLE>



See notes to unaudited condensed financial statements.

<PAGE>

<TABLE>
<CAPTION>
                      Access Solutions International, Inc.
                       Condensed Statements of Cash Flows
                      For the Six Months Ended December 31,
(Unaudited)
                                                                                   1996                1995
                                                                                   ----                ----
Cash flows from operating activities:
<S>                                                                          <C>                  <C>         
      Net loss                                                               ($1,734,625)         ($2,579,575)
                                                                              -----------         ------------

Adjustments to reconcile net loss to net cash used by operating activities:
      Write-off of capital lease                                                 230,297                  -
      Depreciation and amortization                                               53,178              120,354
      Provision for doubtful accounts                                            (11,667)             (22,358)

      Changes in assets and liabilities:
      (Increase) decrease in:
         Trade accounts receivable                                                85,742              698,009
         Inventories                                                              (3,037)            (134,126)
         Deposits                                                                 76,605                  221
         Prepaid expenses and other current assets                              (106,329)              17,315
      Increase (decrease) in:
         Accounts payable                                                       (604,726)             132,285
         Accrued expenses                                                       (274,407)              91,680
         Deferred revenue - Prepaid service contracts                            (30,059)            (193,975)
                                                                                 --------            ---------

             Total adjustments                                                  (584,403)             709,405
                                                                                ---------             -------

    Cash used by operating activities                                         (2,319,028)          (1,870,170)
                                                                              -----------          -----------

Cash flows from investing activities:
    Additions to fixed assets                                                    (10,367)             (97,836)

    Cash provided/(used) for investing activities                                (10,367)             (97,836)
                                                                                 --------             --------

Cash flows from financing activities:
    Proceeds from related party loans                                               -                 710,415
    Proceeds from bridge loans                                                    37,694            1,300,000
    Repayments of Bridge Loans                                                (1,500,000)                -
    Proceeds from Initial Public Offering                                      9,200,013                 -
    Costs relating to Initial Public Offering                                 (2,039,780)                -
    Repayments on capital lease obligations                                      (60,844)             (68,562)
    Net (payments) borrowings under note payable-bank                           (290,000)             (90,000)
Deferred financing costs                                                         581,065                 -
                                                                                 --------              -------

    Cash provided by financing activities                                      5,928,148            1,851,853
                                                                               ---------           ----------

Net increase/(decrease) in cash                                                3,598,753             (116,153)

Cash, beginning of period                                                        537,831              148,842
                                                                                --------              -------

Cash, end of period                                                           $4,136,584             $ 32,689
                                                                              ===========-           ========

</TABLE>

See notes to unaudited condensed financial statements.


<PAGE>


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

1. Basis of Presentation

The accompanying  unaudited condensed financial statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and with the  instructions  to Form  10-QSB  and  Article  10-01 of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required  by  generally  accepted  accounting  principles  for annual
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been  included.  Operating  results  for the three  months and six months  ended
December  31, 1996 are not  necessarily  indicative  of the results  that may be
expected for the year ended June 30, 1997. For further information, refer to the
financial  statements  and footnotes  thereto  included in the Access  Solutions
International, Inc. prospectus (Form SB-2) dated October 16, 1996.

2.  Initial Public Offering

On October 21, 1996, Access Solutions International, Inc. consummated an initial
public offering of 1,066,667 Units.  Each Unit consisted of two shares of Common
Stock, $.01 par value per share ("Common Stock") and one redeemable common stock
purchase  warrant  ("Redeemable  Warrant").  Each warrant entitles the holder to
purchase  one share of Common  Stock at an initial  exercise  price of $5.00 per
share,  subject to  adjustments,  through October 15, 2001. The shares of Common
Stock and  Redeemable  Warrants  comprising  the Units are  separately  tradable
commencing  upon issuance.  An  Over-Allotment  Option to purchase an additional
160,000 Units upon the same terms and  conditions  set forth above was exercised
by the  Underwriter  on October 29, 1996.  An  aggregate of 2,453,334  shares of
Common  Stock and  1,226,667  Redeemable  Warrants  were issued by the  Company,
resulting in net proceeds of $7,949,048.

<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, 1996,
the Company had deferred revenue in the amount of $418,433.


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 revenue from service contracts is recognized on a
straight line basis over the term of the contract.

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 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 has recently taken certain steps
intended to limit the incurrence of future net losses.  Such steps include:  (i)
the  retention in January 1996 of Hector D.  Wiltshire as interim  President and
Chief  Executive  Officer and the subsequent  hiring in August 1996 of Robert H.
Stone as President and Chief Executive Officer; (ii) the recapitalization of the
Company in January 1996,  consisting of a one-to-74  reverse stock split and the
conversion of certain debt and warrants  into common  stock;  (iii) the November
l995 reduction in the Company's  workforce from 52 to 28 full-time  employees as
of December 31, 1996; (iv) other reductions in overhead costs and expenses;  and
(v) the administration of tighter internal controls with respect to preservation
of the integrity of the Company's  proprietary software products.  The immediate
effect  realized by the  implementation  of these measures was to reduce average
monthly  operating  expenses during the period from January through June 1996 to
approximately $317,000,  exclusive of the cost associated with shares granted to
an officer  in January  1996.  During  the first  half of Fiscal  1996,  average
operating  expenses  approximated  $475,000 per month. While no assurance can be
given that such steps will be  sufficient  to limit losses which may be incurred
in the future, the Company believes that such steps, when fully implemented, may
enable the Company to realize improved operating  results.  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 24 employees terminated, five were salespersons,  five were
field support personnel,  nine were product development  personnel and five were
administrative  staff.  Many of the sales and field  support  employees had been
hired  early  in  1995  in   anticipation  of  increased  sales  which  did  not
materialize.  The terminated product  development  personnel were working on new
products which the Company determined would not be completed. As a result of the
foregoing,  the reduction in workforce has not materially adversely affected the
Company's operations. As of December 31, 1996, the Company had 28 employees.

Recent Development

On January 7, 1997,  the  Company and  PaperClip  Software,  Inc.  ("PaperClip")
entered into an agreement in principle for the Company to acquire  substantially
all the assets of PaperClip.  Consummation  of these  transactions is subject to
various  conditions,  including  the  execution  of a definitive  agreement  and
requisite  shareholder approval.  Under the agreement,  the Company will acquire
substantially all of the assets of PaperClip and will assume certain liabilities
for a total purchase price of  approximately  $5.79 million.  The purchase price
will be paid by  delivery of  approximately  1,544,000  shares of the  Company's
common stock plus an equivalent  number of the Company's Class B Warrants.  Each
Warrant will entitle the holder to purchase  one share of the  Company's  common
stock at an exercise price of $6.00 per share.  On January 29, 1997, the Company
provided a bridge loan of $300,000 to PaperClip for use as operating  capital in
exchange for a convertible note from PaperClip.  After these  transactions,  the
Company  and  PaperClip  products  and  businesses  will  be  strategically  and
operationally combined under the name Access Solutions  International,  Inc. The
PaperClip  product name will be retained.  In addition,  PaperClip will have the
right to designate one member to the Company's board of directors.

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, 1995 Compared to Three Months and
Six Months Ended December 31, 1996

Net Sales

Net sales for the three months ended  December 31, 1995 were  $295,935  compared
with  $281,351  for the three  months  ended  December  31,  1996, a decrease of
$14,584 or 5%, and $530,838 for the six months ended December 31, 1995, compared
with $584,486 for the six months ended December 31, 1996, an increase of $53,648
or 10%.  Product  sales  were  $144,624  for the second  quarter of Fiscal  1996
compared  with  $109,527  for the second  quarter of Fiscal  1997, a decrease of
$35,096 or 24%, and $237,032 for the six months ended December 31, 1995 compared
with $281,988 for the six months ended December 31, 1996, an increase of $44,956
or 19%. Product sales decreased for the second quarter because customers delayed
ordering  hardware upgrades in anticipation of software  enhancements  which are
scheduled  to be  released  in the  third and  fourth  quarters.  Product  sales
consisted chiefly of media sales and upgrades to existing customer installations
that had  exceeded  present  data  storage  capacities.  Service  revenues  were
$151,311 for the second  quarter of Fiscal 1996,  compared with $171,824 for the
second  quarter of Fiscal 1997,  an increase of $20,512 or 14%, and $293,806 for
the six months ended December 31, 1995 compared with $302,498 for the six months
ended  December 31, 1996,  an increase of $8,692 or 3%. The increases in service
revenues were  attributable to the sale of additional  maintenance  contracts on
upgrades to customer installations.

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 23% from
$121,152 for the three  months ended  December 31, 1995 to $93,847 for the three
months  ended  December  31, 1996 and  decreased  24% from  $221,638 for the six
months ended December 31, 1995 to $169,517 for the six months ended December 31,
1996 against  higher sales.  This was  primarily  due to higher  margins on both
product and service sales.  In addition,  cost of sales as a percentage of sales
decreased  from 47% for the three months ended  December 31, 1995 to 35% for the
three months ended  December 31, 1996 and decreased  from 42% for the six months
ended December 31, 1995 to 29% for the six months ended December 31, 1996.

The cost of product sales  decreased 33% from $50,294 for the three months ended
December 31, 1995 to $33,940 for the three  months  ended  December 31, 1996 and
decreased 45% from $98,724 for the six months ended December 31, 1995 to $54,252
for the six  months  ended  December  31,  1996 due to sales  of  higher  margin
hardware and  software.  As a result,  cost of product  sales as a percentage of
product revenues decreased from 35% for the three months ended December 31, 1995
to 31% for the three  months ended  December 31, 1996,  and from 42% for the six
months  ended  December  31, 1995 to 19% for the six months  ended  December 31,
1996.  The cost of services  decreased  by 12% from $70,858 for the three months
ended  December 31, 1995 to $59,907 for the three months ended December 31, 1996
and decreased by 6% from $122,914 for the six months ended  December 31, 1995 to
$115,265 for the six months  ended  December  31, 1996 These  decreases  reflect
greater in-house coverage of contracts by Company personnel.  As a result,  cost
of services as a percentage of service revenues decreased from 47% for the three
months ended  December  31, 1995 to 35% for the three months ended  December 31,
1996,  and 42% for the six months  ended  December  31,  1995 to 38% for the six
months ended December 31, 1996.

 General and Administrative Expenses

General and  administrative  expenses  consist of  administrative  expenses  and
customer support expenses.  General and administrative expenses decreased 42% or
$329,444 from $789,751 for the three months ended  December 31, 1995 to $460,308
for the three months ended  December 31, 1996 and decreased 35% or $443,907 from
$1,260,389  for the six months  ended  December 31, 1995 to $816,482 for the six
months ended December 31, 1996. The decreases were primarily due to higher legal
and  accounting  expenses from an abandoned IPO in the second  quarter of Fiscal
1996,  nonrecurring  severance and accrued stock compensation  expenses from the
same period,  and reduced Customer Service personnel and commission  expenses in
the second quarter of Fiscal 1997.


Research and Development Expenses

Research and development  expenses increased by 14% or $65,093 from $458,260 for
the three months ended  December 31, 1995 to $523,353 for the three months ended
December 31, 1996 and  decreased by 8% or $82,697  from  $1,026,225  for the six
months ended December 31, 1995 to $943,528 for the six months ended December 31,
1996.  The increase  during the second  quarter of Fiscal 97 resulted  primarily
from an increase in consulting  expenses  related to accelerating  completion of
vertical market enhancements to the Company's COLD products.

Selling Expenses

Selling expenses  decreased by $49,234 or 20% from $250,380 for the three months
ended December 31, 1995 to $201,146 for the three months ended December 31, 1996
and decreased by $158,144 or 32% from $495,626 for the six months ended December
31, 1995 to $337,482 for the six months ended  December 31, 1996.  The decreases
were primarily the result of reduced commission expense and lower trade show and
seminar expenses.

Other Income and Expenses

Other income and expenses  consisted of interest  expense which decreased 79% or
$61,030 from $77,363 for the three months ended December 31, 1995 to $16,334 for
the three  months ended  December 31, 1996 and 11% or $12,661 from  $111,150 for
the six months  ended  December  31,  1995 to $98,489  for the six months  ended
December 31, 1996.  These  expense  reductions  were the result of reduced loans
outstanding.  A bank  loan  of  approximately  $220,000  and a  bridge  loan  of
approximately  $1,500,000 were repaid in October,  1996 from the proceeds of the
Company's  initial public  offering.  Interest income  increased by $40,243 from
$2,900 for the three  months  ended  December  31, 1995 to $43,144 for the three
months  ended  December  31, 1996 and by $41,772  from $4,615 for the six months
ended  December 31, 1995 to $46,387 for the six months ended  December 31, 1996,
in each  case as a  result  of  investment  earnings  from the  proceeds  of the
Company's initial public offering.

Net Loss

As a result of the foregoing,  the Company's net loss decreased from  $1,448,071
($.96 per share on 1,501,152 weighted average shares  outstanding) for the three
months ended December 31, 1995 to $970,493 ($.39 per share on 2,457,952 weighted
average shares  outstanding) during the three months ended December 31, 1996 and
decreased  from a loss of  $2,679,575  ($1.79  per share on  1,501,152  weighted
average  shares  outstanding)  for the six months  ended  December  31,  1995 to
$1,734,625 ($.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 surplus of $4,296,318 at December 31, 1996 as
compared to a working capital deficit of $1,971,090 at December 31, 1995.

Total  cash used by  operating  activities  during the six month  periods  ended
December 31, 1996 and 1995 was  $2,319,028  and  $1,870,170,  respectively.  The
Company's  net  losses  for  these  periods  were   $1,734,625  and  $2,579,575,
respectively.  The major uses of capital for operating activities during the six
month period ended December 31, 1996 included  accounts payable of approximately
$605,000 and accrued expenses of approximately $274,000.

Cash used by investing  activities  for the six month period ended  December 31,
1996 and 1995 was $10,367 and $97,836, respectively, incurred in connection with
the Company's mainframe lease.

Cash provided by financing  activities  was  $5,928,148 for the six month period
ended  December 31, 1996 and  $1,851,853 for the six month period ended December
31, 1995. The major source of cash for financing activities during the six month
period ended  December 31, 1996  consisted of proceeds from the  Company's  $9.2
million  initial  public  offering (see below),  which was offset by IPO related
expenses  totaling   approximately  $2  million.   In  addition,   approximately
$1,500,000 of the remaining proceeds was used to repay bridge loan principal and
accrued interest thereon and $220,000 was used to repay an outstanding bank loan
and  accrued  interest  thereon.  Installment  payments  on this  loan  totaling
approximately $70,000 were made in Fiscal 97 prior to completion of the IPO.

During  October  1996,  the Company  completed  its initial  public  offering of
1,066,667  Units (the  "Units"),  each Unit  consisting  of two shares of Common
Stock and one redeemable  common stock purchase warrant.  An additional  160,000
Units were sold to cover  over-allotments.  The  Company  intends to utilize the
balance  of  the  net  proceeds  for  research  and  development,  significantly
increased sales and marketing programs and for general corporate  purposes.  The
research and development expenditures primarily consist of product modifications
to  support  multiple  platforms,   provide  device  independence  and  increase
modularity to speed  enhancement,  and for external  contracting  of general and
vertical market-specific software and additional development of enhancements for
the expansion of the Company's products to address the client/server market.

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 the net  proceeds of the  initial  public  offering,
together with funds  generated from  operations,  will be sufficient to meet the
Company's  working capital  requirements for a period of at least twelve months.
Thereafter,  additional funds will be required.  If the Company has insufficient
funds from  operations,  it will be required to seek  additional  debt or equity
financing.  There can be no assurance that such additional funds can be obtained
on acceptable  terms,  if at all. If  additional  funds are not  available,  the
Company'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.

As discussed under Recent Developments, the Company entered into an agreement in
principle to acquire  substantially all the assets of PaperClip  Software,  Inc.
("PaperClip").  If  completed,  the  purchase  would be  executed  solely by the
issuance of stock and  warrants of the  Company.  In  addition,  pursuant to the
agreement,  on January 29,  1997,  the Company  made a loan to  PaperClip in the
amount of $300,000.  The loan is secured by a first priority  interest in all of
PaperClip's assets and is evidenced by a convertible  promissory note due in one
year from the date of issuance and bears  interest at the rate of 12% per annum,
payable  quarterly,  and permits  conversion of all or a part of the outstanding
principal at any time at the Company's  option at a conversion price of $.25 per
share of  PaperClip's  stock.  While  the  acquisition  will not  require a cash
payment,  it is anticipated that cash outlays in addition to the  aforementioned
loan will be required to complete the acquisition as follows;  (i)  satisfaction
of PaperClip's liabilities, in excess of $400,000 over a period of approximately
six months (which is net of the potential  collection of approximately  $200,000
in receivables and does not include the undetermined cost of employee severances
and settlements which may be required to transfer employees to the new Company);
(ii)  payment  of  professional  fees of  approximately  $150,000  for legal and
accounting  work;  and  (iii)  consulting  and  printing  fees of  approximately
$145,000 and travel expenses of approximately $10,000.

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 1997 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,  recent 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, 1996. 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  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

     10.1 Letter  agreement  dated  January 28, 1997,  amending  the  Employment
          Agreement dated  September  1995,  between the Company and Matthias E.
          Lukens, Jr.

     10.2 Letter of intent  dated  January  2, 1997,  between  the  Company  and
          PaperClip Software, Inc. 

     10.3 Letter agreement dated January 31, 1997, amending the letter of intent
          between the Company and  PaperClip  Software,  Inc.  dated  January 2,
          1997.

     10.4 $300,000 Convertible Promissory Note dated January 29, 1997, issued by
          PaperClip Software, Inc. to the Company.

     10.5 Registration  Rights  Agreement  dated  January 29, 1997,  between the
          Company and PaperClip Software, Inc.


(b)  Reports on Form 8-K
         None


<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 14, 1997,                   /s/Robert  H. Stone
                                           ____________________________________
                                              Robert  H. Stone
                                              President and CEO





Date: February 14, 1997                    /s/Denis L. Marchand
                                           ____________________________________
                                              Denis L. Marchand
                                              Corporate Controller and Chief
                                                Accounting Officer
                                              (Principal Accounting Officer)