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 September 30, 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 No X

The number of shares of the issuer's Common Stock,  $.0l par value,  outstanding
as of November 15, 1996 was 3,963,940.


<PAGE>

                      Access Solutions International, Inc.

                                      INDEX



PART I.    FINANCIAL INFORMATION                                           PAGE

Item 1.    Financial Statements

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

           Condensed unaudited statements of operations --Three
           months ended  September 30, 1996 and 1995                          5

           Condensed unaudited statements of cash flows -- Three
           months ended September 30, 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                                9

Part II.   OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K                                  17

Signatures                                                                   19



<PAGE>


                      Access Solutions International, Inc.

                          PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements


                      Access Solutions International, Inc.
                            Condensed Balance Sheets

<TABLE>
<CAPTION>


                                                              September 30,       June 30,
                                                                1996                 1996
                                                              (Unaudited)
Assets
Current assets:
<S>                                                           <C>                <C>     
       Cash                                                   $121,997           $537,831
       Trade accounts receivable, net of allowance for
          doubtful accounts of $50,304                          92,895            426,005
       Inventories                                             531,216            504,450
       Prepaid expenses and other current assets                50,609             61,995
                                                          ------------       ------------
                                Total current assets           796,717          1,530,281

Fixed assets net                                               551,652            592,461

Other assets:
    Deposits and other assets                                   88,463             90,940
    Remote service inventory, net                               68,771             79,549
    Deferred financing costs                                   810,617            581,065
                                                          ------------       ------------
       Total other assets                                      967,851            751,554
                                                          ------------       ------------
       Total assets                                         $2,316,220         $2,874,296
                                                          =============      ============



See notes to unaudited condensed financial statements.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                      Access Solutions International, Inc.
                            Condensed Balance Sheets

                                                              September 30,     June 30,
                                                                     1996          1996
                                                              (Unaudited)

Liabilities and stockholders' deficit
<S>                                                               <C>          <C>     
Current liabilities:
   Note payable - bank                                            $240,000      $290,000
   Notes payable - bridge                                        1,401,667     1,363,973
   Accounts payable                                                966,681       695,341
   Current installments of capital lease obligations               119,333        72,562
   Accrued expenses                                                192,181       163,769
   Accrued salaries and wages                                      474,924       467,234
   Deferred revenue - prepaid service contracts                    318,722       448,492
                                                              ------------   -----------
        Total current liabilities                                3,713,508     3,501,371

   Capital lease obligations, excluding current installments        25,894        31,974
                                                              ------------   -----------
        Total liabilities                                        3,739,402     3,533,345

Stockholders' deficit:
   Common  Stock, $.01 par  value, 13,000,000
     shares authorized, 1,511,865 shares issued                     15,119        15,119
   Additional paid-in capital                                   10,599,720    10,599,720
   Accumulated deficit                                         (12,019,965)  (11,255,832)
                                                               ------------  -----------

                                                                (1,405,126)     (640,993)
   Treasury stock, at cost (1,259 shares)                          (18,056)      (18,056)
                                                              ------------     ----------
        Total stockholders' deficit                             (1,423,182)     (659,049)
                                                              -------------    ----------
        Total liabilities and stockholders' deficit             $2,316,220    $2,874,296
                                                              =============  ============

Note:  The  financial  statements  at June 30, 1996 have been  derived  from the
audited  financial  statements  at  that  date  but  do not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements.

See notes to unaudited condensed financial statements.
</TABLE>


<PAGE>
                      Access Solutions International, Inc.
                         Condensed Statements of Operations
                    Three month period ending September 30,
                                    Unaudited

                                              1996                 1995
Net Sales:
  Products                                $162,797              $92,408
  Services                                 140,338              142,496
                                           -------              -------
       Total net sales                     303,135              234,904
                                           -------              -------

Cost of Sales:
  Products                                  20,312               48,430
  Services                                  55,358               52,056
                                            ------               ------
       Total cost of sales                  75,670              100,486
                                            ------              -------

Gross profit                               227,465              134,418
                                           -------              -------

Operating Expenses:
  General and administrative expense       356,174              470,638
  Research and development expense         420,175              567,965
  Selling expense                          136,336              245,246
                                           -------              -------
       Total operating expenses            912,685            1,283,849
                                           -------            ---------
       Loss from operations              (685,220)          (1,149,432)
                                         ---------          -----------

Other income and expenses:
  Interest income                            3,243               1,715
  Interest expense                         (82,155)            (33,787)
                                           -------             --------
       Total other expenses                (78,912)            (32,072)
                                           -------             --------

Net Loss                               $ (764,132)        $ (1,181,503)
                                       ===========        =============

Net loss applicable to common stock:
  Net loss                             $ (764,132)        $ (1,181,503)
  Accrued dividends on preferred stock       -                 (50,000)

                                      ------------        -------------
                                       $ (764,132)        $ (1,231,503)
                                      ============        =============

Net loss per common share                  $ (.51)              $ (.82)
                                      ============        =============
Weighted average number of
  common shares                         1,511,865            1,501,152


See notes to unaudited condensed financial statements.


<PAGE>

<TABLE>
<CAPTION>

                      Access Solutions International, Inc.
                       Condensed Statements of Cash Flows
               For the Quarters Ended September 30, 1996 and 1995
                                   Unaudited
                                                                                 1996            1995
                                                                                 ----            ----
Cash flows from operating activities:
<S>                                                                                   <C>            <C>
     Net loss                                                                 ($  764,132)   ($1,181,503)
                                                                              -----------    -----------

Adjustments to reconcile net loss to net cash used by operating activities:
     Depreciation and amortization                                                139,299         62,001
     Provision for doubtful accounts                                                 --          (22,358)
     Reverse compensation settlement associated with abandoned  IPO                  --           60,000

     Changes in assets and liabilities:
     (Increase) decrease in:
        Trade accounts receivable                                                 333,110        635,144
        Inventories                                                               (15,988)      (148,573)
        Deposits                                                                     --           (1,108)
        Prepaid expenses and other current assets                                  11,385         14,228
     Increase (decrease) in:
        Accounts payable                                                          271,340       (140,980)
        Accrued expenses                                                           36,102        (83,582)
        Deferred revenue - Prepaid service contracts                             (129,771)       (61,290)
                                                                              ------------    -----------

          Total adjustments                                                       645,477        313,482
                                                                              -----------     -----------

   Cash used by operating activities                                             (118,655)      (868,021)
                                                                              -----------     -----------

Cash flows from investing activities:
   Additions to fixed assets                                                      (96,012)       (82,056)
   Additions to other assets                                                         --           (6,169)
                                                                              -----------    -----------

   Cash used for investing activities                                             (96,012)       (88,225)
                                                                              -----------    -----------

Cash flows from financing activities:
   Proceeds from related party loans                                                 --          948,000
   Repayments of related party loans                                                 --         (556,578)
   Proceeds from bridge loans                                                      37,694      1,300,000
   Repayments on capital lease obligations                                         40,690        (15,546)
   Net (payments) borrowings under note payable-bank                              (50,000)          --
   Deferred financing costs                                                      (229,551)      (168,940)
                                                                              -----------    -----------
   Cash  (used) provided by financing activities                                 (201,167)     1,506,936
                                                                              -----------    -----------

Net (decrease)increase in cash                                                   (415,834)       550,690

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

Cash, end of period                                                           $   121,997    $   699,532
                                                                              ===========    ===========

See notes to unaudited condensed financial statements.


</TABLE>
<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  Rule 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 ended September 30, 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. Note payable to bank

Indebtedness  outstanding under a short-term bank loan was $240,000 at September
30,  1996.  Interest  was  payable  monthly at the bank's  prime rate  (8.25% at
September 30, 1996) plus 2%. The borrowings  were secured by  substantially  all
assets of the Company.  The loan required a reduction of principal in the amount
of $20,000 at each month end until October 31, 1996 when the balance was payable
in full.  As a result of the  variable  attributes  of this loan,  the  carrying
amount approximates fair value. This note payable obligation was paid in full on
October 25, 1996.

3.  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"). 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 3,963,940  shares of Common
Stock 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 September 30, 1996,
the Company had deferred revenue in the amount of $318,722.

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 30 full-time  employees as
of September 30, 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 22 employees terminated, four were salespersons,  five were
field support personnel,  eight 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.

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 Ended  September 30, 1996 Compared to Three Months Ended  September
30, 1995

Net Sales

Net sales for the three months ended  September  30, 1996 was $303,135  compared
with  $234,904  for the three months ended  September  30, 1995,  an increase of
$68,231 or 29%.  The Company  realized  an  increase in its product  sales and a
decrease in peripheral sales.  Product sales were $162,797 for the first quarter
of Fiscal 1997  compared  with $92,408 for the first  quarter of Fiscal 1996, an
increase  of $70,389 or 76%.  Product  sales  consisted  of upgrades to existing
customer  installations  that had exceeded  present data storage  capacities and
revenue recognized in connection with software enhancements which added value to
a major customer's  existing Gigapage  software  package.  There were no upgrade
installations or software enhancements sold in the first quarter of Fiscal 1996.
Service  revenues  were  $140,338 for the first  quarter of Fiscal 1997 compared
with  $142,496 for the first quarter of Fiscal 1996, a decrease of $2,157 or 2%.
The decrease in service revenues was due to the cancellation by two customers of
equipment maintenance contracts for obsolete hardware.


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 25% from
$100,486 for the three months ended  September 30, 1995 to $75,670 for the three
months ended September 30, 1996, primarily due to greater sales of higher margin
hardware  and  software.  In addition,  cost of sales as a  percentage  of sales
decreased from 43% for the three months ended  September 30, 1995 to 25% for the
three months ended September 30, 1996.

The cost of product sales  decreased 58% from $48,430 for the three months ended
September 30, 1995 to $20,312 for the three months ended  September 30, 1996 due
to sales of higher  margin  hardware and  software.  Cost of product  sales as a
percentage  of  product  sales  decreased  from 52% for the three  months  ended
September 30, 1995 to 12% for the three months ended  September  30, 1996.  This
decrease  resulted  from a  significant  portion of the product  sales being for
software  enhancement on installed  systems for which costs have been recognized
in a prior  period.  The cost of services  increased  by 6% from $52,056 for the
three  months  ended  September  30, 1995 to $55,358 for the three  months ended
September 30, 1996. This modest increase  reflects a conversion to post warranty
maintenance  contracts as the Company's system  installations age past one year.
Post warranty  maintenance  contracts are more costly because  replacement parts
are no longer covered under the manufacturer's  warranty.  As a result,  cost of
services as a percentage of service  revenues  increased  from 37% for the three
months ended  September 30, 1995 to 39% for the three months ended September 30,
1996.

Selling Expenses

Selling  expenses  for the three months ended  September  30, 1996  decreased by
$108,910 or 44% from  $245,246 to $136,336 for the three months ended  September
30, 1995.  The decrease was primarily the result of reduced  payroll and related
expenses of  approximately  $75,000 due to  reductions of two personnel in sales
and one person in marketing compared to September 1995 and approximately $26,000
for  marketing  expenses  which  were  incurred  during the three  months  ended
September 30, 1995 but not repeated since the Company was experiencing liquidity
problems  in the first  quarter  of Fiscal  1997.  As a result of the  Company's
recent initial public offering, such liquidity problems have been alleviated and
the  Company  expects to increase  its  marketing  activities  in the last three
quarters of Fiscal 1997. See "Liquidity and Capital Resources."

 General and Administrative Expenses

General and  administrative  expenses  consist of  administrative  expenses  and
customer support  expenses.  Administrative  expenses  decreased 24% or $114,463
from $470,638 for the three months ended  September 30, 1995 to $356,174 for the
three  months ended  September  30, 1996.  The decrease was  primarily  due to a
decrease in personnel  related  expenses  consisting  of salaries,  benefits and
payroll from  approximately  $347,500 for the three months ended  September  30,
1995 to approximately $220,000 for the three months ended September 30, 1996 due
to the termination in November 1995 of five administrative personnel,  including
a Vice President of Business Operations. This decrease was partially offset by a
$41,500  increase in legal charges.  The remaining  reduction in  administrative
expenses was incurred across most of the remaining  administrative accounts as a
result of personnel reductions and tighter administrative controls.


Research and Development Expenses

Research and development expenses decreased by 26% or $147,790 from $567,965 for
the three months ended September 30, 1995 to $420,175 for the three months ended
September 30, 1996. The decrease resulted primarily from a decrease in personnel
related  costs which was  partially  offset by  increased  depreciation  charges
connected with the Company's  renewal of a mainframe lease and higher  mainframe
software license fees.

Other Revenue and Expenses

Other revenue and expenses  consisted mainly of interest expense which increased
143% or $48,368 from $33,787 for the three  months ended  September  30, 1995 to
$82,155 for the three months ended September 30, 1996. This expense was a result
of an  outstanding  bank loan of  approximately  $220,000  and a bridge  loan of
approximately  $1,500,000,  each of which were  repaid in October  1996 from the
proceeds of the Company's initial public offering.

Net Loss

As a result of the foregoing, the Company's net loss decreased to $764,132 ($.51
per share)  during the three months  ended  September  30, 1996 from  $1,181,503
($.82 per share) for the three months ended September 30, 1995.


Liquidity and Capital Resources

The Company had a working capital deficit of $2,916,791 at September 30, 1996 as
compared to a working capital deficit of $1,971,091 at September 30, 1995.

     Total cash used by  operating  activities  during the three  month  periods
ended September 30, 1996 and 1995 was $118,665 and $868,021,  respectively.  The
Company's  net  losses  for  these   periods  were   $764,132  and   $1,181,503,
respectively.  The major sources of capital for operating  activities during the
three month period  ended  September  30, 1996  included an increase in accounts
payable of  approximately  $270,000  and a reduction of accounts  receivable  of
approximately $331,000 due to increased cash management activities.

Cash used by investing activities for the three month period ended September 30,
1996 and 1995 was $96,012  and  $88,226,  respectively,  incurred  primarily  in
connection with the Company's mainframe lease.

Cash used by financing activities for the three month period ended September 30,
1996 was $201,167 and cash provided by financing  activities for the three month
period  ended  September  30,  1995 was  $1,506,936.  The  major use of cash for
financing  activities during the three month period ended September 30, 1996 was
for increases in deferred financing costs in the amount of $229,551,  consisting
of expenses that were temporarily  capitalized until completion of the Company's
initial public offering in October 1996.

As of  September  30, 1996,  the Company had  indebtedness  outstanding  under a
short-term secured bank loan in the amount of $240,000.  The loan, originally in
the  amount of  $500,000,  was  subject  to a  $70,000  principal  reduction  in
September 1994 and further reductions of principal in the amount of $10,000 each
month thereafter until maturity. The loan was amended effective June 26, 1996 to
increase the monthly payments to $20,000  commencing July 31, 1996 and to extend
the maturity date to September 15, 1996. On September 18, 1996,  the bank agreed
to further amend the loan  extending the maturity date to October 31, 1996.  The
loan, which was secured by substantially all of the Company's assets, was repaid
on October 21, 1996 with a portion of the net proceeds of the Company's  initial
public offering.

As of September 30, 1996, the Company had indebtedness outstanding of $1,500,000
in promissory  notes in connection  with a bridge  financing  consummated by the
Company on May 28, 1996.  The bridge notes bore  interest at the rate of 10% per
annum and were due and payable  upon the earlier of: (a) the closing of the sale
of  securities  or other  financing of the Company from which the Company or its
subsidiaries receives gross proceeds of at least $2,500,000 or (b) May 28, 1997.
Principal and interest due were repaid to the holders of the promissory notes on
October 21, 1996 with a portion of the net  proceeds  of the  Company's  initial
public offering.

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's aggregate net proceeds
of  the  offering  was   approximately   $8,000,000.   Of  these  net  proceeds,
approximately  $1,500,000  were  used to repay  the  Bridge  Notes  and  accrued
interest thereon and approximately  $240,000 was used to repay bank indebtedness
and accrued interest thereon.  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,  has negative cash
flows from operating  activities and had a working capital deficiency as of June
30, 1996. 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.

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,  lenghthy 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  signification  customers,   dependence  on  key
personnel,  and the Company's ability to protect its intellectual  property. 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

        10. Amendment to Matthias Lukens employment agreement

        27. Financial Data Schedule

(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: November 22, 1996                    /s/Robert H. Stone
                                           ------------------------------------
                                              Robert H. Stone
                                              President and CEO



Date: November 22, 1996                    /s/Denis L. Marchand
                                           -------------------------------------
                                              Denis L. Marchand
                                              Corporate Controller and
                                                Chief Accounting Officer
                                                (Principal Accounting Officer)