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, 2002

                                       or

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



Commission file number 0-28920



                      Access Solutions International, Inc.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)



             Delaware                                 05-0426298
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                    Identification No.)

                                 850 Main Street
                       East Greenwich, Rhode Island 02818
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (401) 885-5544

                           (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 31, 2003 was 4,498,940.



                                       1
<PAGE>




<TABLE>
<CAPTION>

                      Access Solutions International, Inc.

                                      INDEX



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

<S>                                                                                   <C>
              Condensed   balance sheets--September 30, 2002 (unaudited)
              and June 30, 2002                                                        3


              Condensed  (unaudited) statements of operations --Three

              months ended  September 30, 2002 and 2001                                5


              Condensed  (unaudited)  statements of cash flows -- Three

              months ended September 30, 2002 and 2001                                 6


              Notes to unaudited condensed financial statements                        7


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

Item 4.       Controls and Procedures                                                 12

PART II.      OTHER INFORMATION

Item 6.       Exhibits and Reports on Form 8-K                                        12

Certification                                                                         13
</TABLE>

                                       2
<PAGE>



                      Access Solutions International, Inc.

                         PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements

<TABLE>
<CAPTION>

                      Access Solutions International, Inc.
                            Condensed Balance Sheets



                                                                 December 31,            June 30,
                                                                     2002                  2002
                                                                 (Unaudited)
                                                                 ----------              ----------
<S>                                                              <C>                     <C>
Assets
Current assets:
    Cash and cash equivalents                                    $  872,751              $2,350,692
    Trade accounts receivable, net of allowance for
         doubtful accounts of $0 and $17,375,
       respectively                                                     793                 290,668
    Inventories                                                        --                    15,003
    Prepaid expenses and other current assets                        11,571                  18,287
                                                                 ----------              ----------
       Total current assets                                         885,115               2,674,650

Fixed assets, net                                                      --                     1,798
                                                                 ----------              ----------

Total assets                                                     $  885,115              $2,676,448
                                                                 ==========              ==========
</TABLE>


















             See notes to unaudited condensed financial statements.


                                       3
<PAGE>
<TABLE>
<CAPTION>

                      Access Solutions International, Inc.
                            Condensed Balance Sheets


                                                                  December 31,            June 30,
                                                                     2002                  2002
                                                                  (Unaudited)
                                                                 ------------           ------------
<S>                                                              <C>                    <C>
Liabilities and stockholders' deficit
Current liabilities:
    Accounts payable                                             $    144,503           $    147,156
    Accrued salaries and wages                                            900                 22,069
    Accrued expenses                                                   22,555                 65,004
    Deferred revenue-prepaid service contract                            --                  432,918
                                                                 ------------           ------------
         Total current liabilities                                    167,958                667,147
                                                                 ------------           ------------
         Total liabilities                                            167,958                667,147
                                                                 ------------           ------------
Stockholders' equity:
    Common Stock, $.01 par value, 13,000,000
      shares authorized, 4,500,199 shares issued                       45,002                 39,652
Additional paid-in capital                                         17,675,144             17,637,694

    Accumulated deficit                                           (16,984,933)           (15,649,989)
                                                                 ------------           ------------
           Total                                                      735,213              2,027,357

    Treasury stock, at cost (1,259 shares)                            (18,056)               (18,056)
                                                                 ------------           ------------
         Total stockholders' equity                                   717,157              2,009,301
                                                                 ------------           ------------
        Total liabilities and stockholders' equity              $    885,115           $  2,676,448
                                                                 ============           ============

</TABLE>











Note:  The  balance  sheet at June 30,  2002 has been  derived  from the audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statements.

             See notes to unaudited condensed financial statements.


                                       4
<PAGE>
<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,
                                                 2002            2001         2002             2001
                                              ----------     ----------     ----------     ----------
<S>                                          <C>            <C>            <C>            <C>
Net sales:
    Products                                 $      --      $     7,661    $      --      $    12,576
    Services                                        --          161,059         18,000        325,089
                                              ----------     ----------     ----------     ----------
           Total net sales                          --          168,720         18,000        337,665
                                              ----------     ----------     ----------     ----------
 Cost of sales:
    Products                                        --            1,202           --            1,317
    Services                                        --           41,314         11,829         77,479
                                              ----------     ----------     ----------     ----------
           Total cost of sales                      --           42,516         11,829         78,796
                                              ----------     ----------     ----------     ----------
Gross profit                                        --          126,204          6,171        258,869
                                              ----------     ----------     ----------     ----------
Operating expenses:
    Selling expense                                 --           33,123            564         66,980
    General and administrative expense           151,952        121,998        260,299        267,891
                                              ----------     ----------     ----------     ----------
Total operating expenses                         151,952        155,121        260,863        334,871
                                              ----------     ----------     ----------     ----------
Profit/(loss) from operations                   (151,952)       (28,917)      (254,692)       (76,002)
                                              ----------     ----------     ----------     ----------
Other revenue:
    Gain on sale of service contracts,              --             --           97,968           --
          net of expenses
     Gain on disposal of assets,                     691           --              712           --
          net of expenses
     Interest income                              14,960         19,392         32,961         48,052
    Miscellaneous income                          23,620         23,620         47,239         47,239
                                              ----------     ----------     ----------     ----------
Total other revenue                               39,271         43,012        178,880         95,291
                                              ----------     ----------     ----------     ----------
Net income (loss)                            ($  112,681)   $    14,095    ($   75,812)   $    19,289
                                              ----------     ----------     ----------     ----------
Primary net income (loss) per common share         (0.03)          0.00          (0.02)          0.00
Weighted average number of
common shares                                  4,142,273      3,963,940      4,053,107      3,963,940

</TABLE>




             See notes to unaudited condensed financial statements.







                                       5
<PAGE>

<TABLE>
<CAPTION>

                      Access Solutions International, Inc.
                 Condensed Statements of Cash Flows (Unaudited)

                                                                    For the Six Months Ended
                                                                         December 31,
Cash flows from operating activities                                    2002           2001
                                                                    -----------     ----------

<S>                                                                 <C>            <C>
    Net income                                                      ($   75,812)   $    19,289
                                                                    -----------     ----------
Adjustments to reconcile net loss to net cash used by
      operating activities:
        Gain on sale of service contracts                               (97,968)          --
           Gain on sale of fixed assets                                    (712)          --
        Depreciation and amortization                                       775          2,733
Provision for doubtful accounts                                         (17,375)        (2,344)
        Changes in operating assets and liabilities:
        (Increase) decrease in:
         Trade accounts receivable                                      307,250         67,046
         Inventories                                                       --            6,469
         Prepaid expenses and other current assets                       15,269       (170,052
Increase (decrease) in:
         Accounts payable                                                (2,653)       (66,301)
         Accrued expenses                                               (63,618)         7,440
          Provision for income taxes                                       --          (95,000)
         Deferred revenue - prepaid service contracts                      --             (896)
                                                                    -----------     ----------
Net Cash provided by (used FOR)
     OPERATING ACTIVITIES                                                65,156       (231,616)

CASH FLOWS FROM INVESTING ACTIVITIES
    proceeds from sale of fixed assets                                    1,735           --
    Payment for settlement on sale of service contracts                (262,656)          --
    Payment for service expenses incurred in association
        with sale of service contracts                                  (65,844)          --
                                                                    -----------     ----------
Net Cash FROM Investing ACTIVITIES                                     (326,765)          --
                                                                    -----------     ----------
CASH FLOWS USED FOR INVESTING ACTIVITIES
    Proceeds from options exercised                                      42,800           --
    Payment of dividend                                              (1,259,132)          --
                                                                    -----------     ----------
Net Cash used for Investing ACTIVITIES                               (1,216,332)          --
                                                                    -----------     ----------
Net (decrease) in cash and cash
 equivalents                                                         (1,477,941)      (231,616)

Cash and cash equivalents, BEGINNING                                  2,350,692      2,426,279
                                                                    -----------     ----------

Cash and cash equivalents, ending                                   $   827,751    $ 2,194,663
                                                                    ===========     ==========

</TABLE>



             See notes to unaudited condensed financial statements.

                                       6


<PAGE>


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

1. Basis of Presentation

The accompanying  unaudited condensed financial statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and with the  instructions  to Form  10-QSB  and  Article  10-01 of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required  by  generally  accepted  accounting  principles  for annual
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been  included.  Operating  results  for the three  months and six months  ended
December  31, 2002 are not  necessarily  indicative  of the results  that may be
expected for the year ended June 30, 2003. For further information, refer to the
financial  statements  and footnotes  thereto  included in the Access  Solutions
International, Inc. ("ASI") annual report on Form 10-KSB for the year ended June
30, 2002.

2. Recent Developments

On September  18, 2002,  the Company  announced  that it had sold its  remaining
hardware and software  maintenance  contracts  to Computer  Upgrade  Corporation
(CUC)  of  Corona,  California,  a  privately  owned,  full  service  integrator
specializing  in  proven  turn-key  cross  platform   storage   solutions,   for
consideration of one-half of the gross margin on the contracts from July 1, 2002
through July 1, 2004. In consideration of this agreement,  Access Solutions paid
CUC $262,656 representing one-half of the accrued but unearned maintenance gross
margin  on the  contracts  in force as of July 1,  2002.  The  Company  had also
incurred  approximately $66,000 in service related expenses during the period of
July 1, 2002 through August, 2002 that were not reimbursed by CUC as part of the
sale.

Having maximized the value of its maintenance contracts,  the Board of Directors
unanimously  approved a plan of  complete  liquidation  and  dissolution  of the
Company (the "Plan"),  subject to stockholder approval.  Within the terms of the
Plan, the Company would sell its remaining assets, including inventory, property
and  equipment  and  intellectual   property,   discharge  its  liabilities  and
distribute the net proceeds to stockholders.

On November 26, the stockholder meeting was held. However,  with an insufficient
number of proxy votes  available to achieve a quorum,  the meeting was adjourned
and rescheduled for December 23, 2003. The Company  promptly  engaged an outside
shareholder services firm to solicit previously unvoted proxies. On December 23,
2003 the  special  stockholder  meeting  reconvened.  This  time,  with a quorum
present, stockholders overwhelmingly approved the Plan.

The Company plans to file a Certificate of Dissolution,  and  stockholders  will
then  be  eligible  to  share  in  the  liquidation   proceeds  based  on  their
proportionate  interest at the time.  Holders of the Company's options will need
to exercise  those options prior to the date the  Certificate  of Dissolution is
filed in order to share in the  liquidation  proceeds.  Under  Delaware  law the
Company will remain in existence as a non-operating  entity for three years from
the date the Company files a Certificate of  Dissolution  in Delaware,  and will
maintain a certain level of reserves to cover any remaining  liabilities and pay
operating costs during the dissolution  period.  During the dissolution  period,
the Company  will attempt to convert its  remaining  assets into cash and settle
its liabilities as expeditiously as possible.




                                       7
<PAGE>

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


On November 26, 2002,  anticipating  stockholder approval of the Plan, the Board
of Directors  declared a cash dividend of $.28 per share payable on December 26,
2002 to holders as of December 13, 2002. A portion of the Company's  assets will
continue  to be held  in a  contingency  reserve,  and the  Board  of  Directors
anticipates that stockholders may periodically receive additional  distributions
subsequent to the initial distribution.


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

Overview

ASI assembled and supported mainframe information storage and retrieval systems,
including  both  software  and  hardware,  for large  companies.  ASI's COLD and
optical disk storage systems,  which were marketed under the brand names OAS and
GIGAPAGE, and GIGAPAGE DASDI, were sold principally to a limited number of large
organizations  that had the need to  store  and  retrieve  large  quantities  of
computer-generated  data.  ASI had no system sales in the current  quarter.  ASI
also sold  extended  service  contracts  on the  majority of the products it has
sold. Such contracts were generally one year in duration with payments  received
in advance of the  commencement  of the contract.  ASI  recognized  revenue from
service  contracts on a straight-line  basis over the term of the contract.  The
unearned portion of the service revenue was then reflected as deferred  revenue.
As of  December  31,  2002,  ASI had no deferred  revenue  since all the service
contracts  had  been  sold as of July 1,  2002 and the  Company's  share of that
revenue has been recognized.

ASI's primary operating  expenses include general and  administrative  expenses.
General and administrative expenses in the second quarter consisted primarily of
employee  compensation,  insurance premiums,  legal fees,  stockholder  services
fees, and normal contractual services.

On  September  18,  2002,  the  Company  announced  that it had  sold all of its
remaining  hardware  and  software  maintenance  contracts  to Computer  Upgrade
Corporation,  a full service  integrator  specializing  in proven turn-key cross
platform storage  solutions for consideration of one-half of the gross margin on
the contracts from July 1, 2002 through July 1, 2004.  Reflecting the downsizing
of the business, the Company sold its remaining inventory,  closed down its base
of operations in North Kingstown, RI on October 31, 2002 and moved the remaining
administrative  functions to a smaller office in East Greenwich,  RI. A majority
of fixed assets have been liquidated and staff has been reduced to one part-time
employee.

The Company also announced that its Board of Directors had unanimously  approved
a plan of  complete  liquidation  and  dissolution  of the  Company,  subject to
stockholder approval. A special meeting of stockholders was held on December 23,
2002 where the Plan was approved. The Company plans to sell its remaining assets
including any furniture,  equipment,  and intellectual  property,  discharge its
liabilities and distribute the net proceeds to stockholders  over a period of up
to three years.

Now that the  stockholders  have approved the plan,  the Company plans to file a
Certificate of Dissolution,  and stockholders  will then be eligible to share in
the  liquidation  proceeds  based on their  proportionate  interest at the time.
Holders of the  Company's  options will need to exercise  those options prior to
the  date  the  Certificate  of  Dissolution  is  filed in order to share in the
liquidation proceeds. Under Delaware law the Company will remain in existence as
a  non-operating  entity  for  three  years  from the date the  Company  files a
Certificate  of  Dissolution  in Delaware,  and will maintain a certain level of
reserves to cover any remaining  liabilities  and pay operating costs during the
dissolution  period.  During the dissolution period, the Company will attempt to
convert  its  remaining   assets  into  cash  and  settle  its   liabilities  as
expeditiously as possible.

On November  26, 2002,  the Board of  Directors  declared a dividend of $.28 per
share,  which was paid to  stockholders on or about December 26, 2002. A portion
of the Company's assets will be held in a contingency  reserve, and the Board of
Directors  anticipates that  stockholders may  periodically  receive  additional
distributions subsequent to the final distribution.


                                       8
<PAGE>

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, 2002 Compared to Three Months and
Six Months Ended December 31, 2001

Net Sales

On  September  18,  2002,  the  Company  announced  that it had  sold all of its
remaining  hardware  and  software  maintenance  contracts  to Computer  Upgrade
Corporation for  consideration  of one-half of the gross margin on the contracts
from July 1, 2002 through July 1, 2004. As a result of the sale of the Company's
main  business,  there were no net sales for the three months ended December 31,
2002 compared with  $168,720 for the three months ended  December 31, 2001.  Net
sales for the six months ended December 31, 2002,  decreased  $319,665 or 95% to
$18,000 compared with $337,665 for the six months ended December 31, 2001. There
were no  product  sales in Fiscal  2003  compared  with  $12,576  for the second
quarter of Fiscal 2002 and $12,576 for the six months  ended  December 31, 2001.
Service  revenues were $0 for the second  quarter of Fiscal 2003,  compared with
$161,059  for the second  quarter of Fiscal  2002 and $18,000 for the six months
ended December 31, 2002 compared with $325,089 for the six months ended December
31,  2001,  a decrease  of $307,089  or 94%.  The sale in the  current  year was
related to non-contractual services.

Cost of Sales

Cost of sales  includes  component  costs,  labor,  travel and certain  overhead
costs. As a result of the sale of the Company's  hardware and service contracts,
cost  of  sales  decreased  proportionately.  Cost  of  sales  in the  aggregate
decreased to $0 for the three  months  ended  December 31, 2002 from $42,516 for
the three  months  ended  December  31, 2001 and  decreased  to $11,829,  an 85%
decrease,  for the six months  ended  December 31, 2002 from $78,796 for the six
months ended December 31, 2001.

The cost of product  sales was $0 for both the three months  ended  December 31,
2002 and the six months  ended  December 31, 2002  compared  with $1,202 for the
three  months  ended  December  31,  2001 and $1,317  for the six  months  ended
December  31,  2001.  The cost of  services  was $0 for the three  months  ended
December 31, 2002 compared with $41,314 for the three months ended  December 31,
2001 and $11,289  for the six months  ended  December  31,  2002  compared  with
$77,479 for the six months ended December 31, 2001.  Those costs incurred during
the first quarter of Fiscal 2003 were  directly  related to the  performance  of
non-contractual service calls.

General and Administrative Expenses

General and  administrative  expenses  this fiscal year  consisted  primarily of
employee compensation,  legal fees, stockholder services, and normal contractual
services,  including  director  and  officer  liability  insurance.  General and
administrative  expenses  increased  25% or  $29,954 to  $151,952  for the three
months ended December 31, 2002 from $121,998 for the three months ended December
31,  2001,  while  decreasing  3% or $7,592 to $260,299 for the six months ended
December  31, 2002 from  $267,891  for the six months  ended  December 31, 2001.
Savings  realized during the first quarter of Fiscal 2003 were largely offset in
the second quarter by one-time personnel costs associated with staff downsizing,
legal and stockholder services, and contractual services.

Selling Expenses

Selling and customer service expenses decreased to $0 for the three months ended
December 31, 2002 from $33,123 for the three months ended  December 31, 2001 and
to $564 for the six months  ended  December  31,  2002 from  $66,980 for the six
months ended  December 31, 2001.  This decrease  resulted from the sale of ASI's
maintenance contracts.



                                       9
<PAGE>

Other Income and Expenses

Other income and expenses consisted of the gain on the sale of ASI's maintenance
business, the gain on the disposal of assets,  payments on the PaperClip's note,
and interest income.  For the six months ended December 31, 2002, ASI realized a
net gain of $97,968 on the sale of its prepaid hardware and software maintenance
contracts.  A net gain of $691 for the quarter ended  December 31, 2002 and $712
for the six months  ended  December  31, 2002 was derived  from the  disposal of
various  assets.  Interest  income  decreased  $4,432 from $19,392 for the three
months ended  December  31, 2001 to $14,960 for the three months ended  December
31, 2002 and decreased  $15,091 to $32,961 for the six months ended December 31,
2002 from $48,052 for the six months ended December 31, 2001.  This decrease was
largely  attributed  to a  drop  in  interest  rates  and  investment  balances.
Miscellaneous  income of $23,620 and $47,239,  respectively,  remained unchanged
for both the quarter and the six months ended December 31, 2002 from the quarter
ended  December  31,  2001.  For both  years,  this income  represented  monthly
repayments of principal on the note  receivable from PaperClip  Software,  Inc.,
which is fully reserved for as of December 31, 2002. Consequently,  other income
and expenses in the  aggregate  decreased  $3,741 or 9% to $39,271 of income for
the three  months  ended  December 31, 2002 from income of $43,012 for the three
months ended December 31, 2001.  However,  for the six months ended December 31,
2002, net other income and expenses  increased $83,589 or 88% to $178,880 income
from $95,291 income for the six months ended December 31, 2001.


Net Income (Loss)

As a result of the  foregoing,  ASI  realized a net loss of  $112,681  ($.03 per
share on 4,142,273  weighted  average shares  outstanding)  for the three months
ended  December 31,  2002,  a decrease of $126,776  from a net profit of $14,095
($.00 per share on 3,963,940  weighted  average shares  outstanding)  during the
three months ended  December 31, 2001 and a net loss of $75,812  ($.02 per share
on  4,053,107  weighted  average  shares  outstanding)  for the six months ended
December 31, 2002, a decrease of $95,101 from a net profit of $19,289  ($.00 per
share on 3,963,940  weighted average shares  outstanding)  during the six months
ended December 31, 2001


Liquidity and Capital Resources

ASI had a working  capital  surplus of $717,157 as of December 31, 2002 compared
to a working capital surplus of $1,917,871 at December 31, 2001.

Total cash provided by operating  activities  during the six-month  period ended
December 31, 2002 was $65,156,  compared to the six-month  period ended December
31, 2001 in which  operating  activities  used a total of $231,616.  For the six
months ended December 31, 2002, the major use of cash was related to the sale of
ASI's  maintenance  contracts to Computer  Upgrade  Corporation,  which includes
customer  service related costs,  and the settlement  price. The major source of
cash  for  that  period  was  the  collection  of  outstanding   trade  accounts
receivable.  Cash used during the six-month  period ended  December 31, 2001 was
primarily the result of the  prepayment  of income  taxes,  the repayment of old
payables and a reduction in prepaid service contracts.

Total cash used for  investing  activities  during the  six-month  period  ended
December 31, 2002 was related to the sale of service contracts. Access Solutions
paid CUC $262,656  representing one-half of the accrued but unearned maintenance
gross margin on the contracts in force as of July 1, 2002.  The Company had also
incurred  approximately $65,844 in service related expenses during the period of
July 1, 2002 through August, 2002 that were not reimbursed by CUC as part of the
sale. In comparison,  no cash was used for investing  activities  during the six
months ended December 31, 2001.


                                       10
<PAGE>



Cash used for  stockholder-related  investment activities totaled $1,216,332 for
the six months ended December 31, 2002.  Outstanding  options were exercised for
$42,800,  and dividends were paid out to the amount of $1,259,132.  There was no
stockholder related activity in the previous year.

As a result of the foregoing,  total cash used by the Company totaled $1,477,941
for the six months ended  December 31, 2002  compared  with $231,616 for the six
months ended December 31, 2001.

Seasonality and Inflation

To date,  seasonality  and  inflation  have not had a  material  effect on ASI's
operations.

Forward Looking Statements
Statements  contained  in this Form  10-QSB  that are not  historical  facts are
forward-looking  statements  made pursuant to the safe harbor  provisions of the
Private  Securities  Litigation  Reform Act of 1995. In addition,  words such as
"believes", "will", "should",  "anticipates",  "expects" and similar expressions
are intended to identify forward looking statements.  These statements are based
on current  information that we have assessed but which by its nature is dynamic
and subject to rapid and even abrupt changes.  Such statements  contain a number
of risks and uncertainties,  including, but not limited to the announced sale of
the Company's remaining hardware and software maintenance contracts and the plan
of complete  liquidation and  dissolution of the Company.  ASI cautions that its
actual  results  could  differ  materially  from those  stated or implied by our
forward-looking  statements due to risks and  uncertainties  associated with the
wind down of our  business.  Results of operations in any past period should not
be  considered   indicative  of  results  to  be  expected  in  future  periods.
Fluctuations  in operating  results may result in  fluctuations  in the price of
ASI's securities.

Risk Factors

This Quarterly Report on Form 10-Q contains certain forward looking  statements,
including statements  concerning the Company's future financial results from the
sale of assets and  settlement  of  liabilities,  dissolution  proceedings,  and
distribution of proceeds to  stockholders.  Some remaining assets of the Company
may be difficult for us to convert into cash,  and we can make no assurance that
we will receive any material amounts in respect of such assets. No assurance can
be given that the amount to be received in liquidation  will equal or exceed the
price or prices at which the Common Stock traded  prior to our  dissolution.  In
addition,  you should keep in mind that the risks described in the Annual Report
Form10-K are not the only risks that we face. The risks  described in the Annual
Report 10-K are the risks that we currently believe are material to the Company.
However,  additional risks not presently known to us, or risks that we currently
believe are  immaterial,  may also impair our ability to distribute  proceeds to
our  stockholders.  You should also refer to the other  information set forth in
the  Annual  Report  Form  10-K,   including  the   discussions   set  forth  in
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" and "Business," as well as our financial  statements and the related
notes.

There can be no assurance that the  liquidation  value per share of Common Stock
in the hands of the  stockholders  will  equal or exceed  the price or prices at
which the Common  Stock has  recently  traded or may trade at in the future,  or
that the  liquidation  value will exceed zero.  However,  the Board of Directors
believes that it is in the best interests of the Company and its stockholders to
distribute to the stockholders the Company's net assets, if any, pursuant to the
Plan.



                                       11
<PAGE>




Item 3.  Controls and Procedures


Management,  including the President and Chief  Executive  Officer and the Chief
Financial  Officer  and  Treasurer,   evaluated  our  disclosure   controls  and
procedures  (as  defined  in Rules  13a - 14 and 15d - 14 under  the  Securities
Exchange  Act of 1934,  as  amended)  within 90 days prior to the filing date of
this  quarterly  report.  Based on this  evaluation,  the  President  and  Chief
Executive Officer and the Chief Financial  Officer and Treasurer  concluded that
our disclosure controls and procedures are effective.  There were no significant
changes in our internal  controls or in other  factors that could  significantly
affect those controls since the date of the evaluation.


                           PART II - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

         a.  The meeting was held on December 23, 2002 and was a special meeting
             of stockholders.
         b.  N/A
         c.  Approval of the Plan of Complete Liquidation and Dissolution:
                  2,448,780 votes for
                      7,632 votes against
                      6,570 abstentions
                          0 broker non votes
         d.  N/A

 Item 6. Exhibits and Reports on Form 8-K


        (a)  Exhibits
             --------
                   None

        (b)  Reports on Form 8-K
             -------------------
             Current  Report  of  10K  filed  on  December  5,   2002(announcing
             adjournment of special meeting and payment of dividend)




















                                       12
<PAGE>



                                  CERTIFICATION



Each of the  undersigned,  being  the  Chief  Executive  Officer  and the  Chief
Financial Officer of Access Solutions, Inc., certify that:

         1. I have  reviewed  this  quarterly  report  on Form  10-QSB of Access
Solutions, Inc.;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report; and

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods  presented in this quarterly  report.  4.
The  registrant's   other  certifying   officers  and  we  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a - 14 and 15d - 14) for the registrant and we have:

   a)    designed  such  disclosure  controls  and  procedures  to  ensure  that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

   b)    evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and

   c)    presented  in  this  quarterly   report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

         5. The registrant's  other  certifying  officers and we have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

   a)    all  significant  deficiencies  in the design or  operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  date  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

   b)    any fraud,  whether or not material,  that involves management or other
         employees  who have a  significant  role in the  registrant's  internal
         controls; and

         6. The registrant's other certifying  officers and we have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                       13
<PAGE>


                      Access Solutions International, Inc.
                                  (Registrant)



                                       /s/ Robert H. Stone
                                       -------------------------------------
Date: February 14, 2003                President and Chief Executive Officer




                                       /s/ Thomas E. Gardner
                                       -------------------------------------
                                       Chief Financial Officer and Treasurer


































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