United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549



FORM 10-QSB



(Mark One)

[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934 For the Quarterly Period ended March 31, 1997



                                       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) 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 April 12, 1997 was 3,963,940.




<PAGE>



                      Access Solutions International, Inc.

                                      INDEX



PART I.    FINANCIAL INFORMATION                                        PAGE

Item 1.    Financial Statements

           Condensed   balance sheets--March 31, 1997 (unaudited)
           and June 30, 1996                                               3

           Condensed  (unaudited) statements of operations --Three         5
           months and nine months ended  March 31, 1997 and 1996


           Condensed  (unaudited)  statements of cash flows -- Nine
           months ended March 31, 1997 and 1996                            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

<TABLE>
<CAPTION>

                      Access Solutions International, Inc.
                            Condensed Balance Sheets



                                                                    March 31,            June 30,
                                                                     1997                  1996
                                                                  (Unaudited)

Assets
Current assets:
<S>                                                                <C>                   <C>     
    Cash                                                           $3,219,987            $537,831
    Trade accounts receivable, net allowance for
         doubtful accounts of $38,612 and $50,304,                    121,770             426,005
         respectively
    Notes receivable - PaperClip                                      300,000                -
    Inventories                                                       511,989             504,450
    Prepaid expenses and other current assets                         254,529              61,995
                                                                      -------              ------

    Total current assets                                            4,408,275           1,530,281

Fixed assets, net                                                     342,678             592,461

Other assets:
   
    Deposits and other assets                                          12,604              90,940
    Remote service inventory, net                                      51,240              79,549
    Deferred financing costs                                             -                581,065
                                                                 ------------             -------
    

       Total other assets                                              63,844             751,554
                                                                       ------             -------

       Total assets                                                $4,814,797          $2,874,296
                                                                   ==========          ==========



See notes to unaudited condensed financial statements.

</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                      Access Solutions International, Inc.
                            Condensed Balance Sheets


<S>                                                                       <C>                 <C>
                                                                    March 31,            June 30,
                                                                     1997                  1996
                                                                  (Unaudited)

Liabilities and stockholders' equity/(deficit)
Current liabilities:
    Note payable-bank                                          $       -                 $290,000
    Notes payable-bridge                                               -                1,363,973
    Accounts payable                                                  183,979             695,341
    Current installments of capital lease obligations                  24,638              72,562
    Accrued expenses                                                  153,366             163,769
    Accrued salaries and wages                                        159,805             467,234
    Deferred revenue-prepaid service contracts                        366,766             448,492
                                                                      -------             -------


           Total current liabilities                                  888,554           3,501,371

Capital lease obligations, excluding current installments              13,268              31,974
                                                                       ------              ------

           Total liabilities                                          901,822           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                                           (13,745,708)        (11,255,832)
                                                                  ------------        ------------

                                                                    3,931,031            (640,993)
    Treasury stock, at cost (1,259 shares)                            (18,056)            (18,056)
                                                                      --------            --------

           Total stockholders' equity/(deficit)                     3,912,975           ( 659,049)
                                                                   ----------           ----------

           Total liabilities and stockholders'
           equity/(deficit)                                        $4,814,797          $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.




See notes to unaudited condensed financial statements
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                      Access Solutions International, Inc.
                 Condensed Statements of Operations (Unaudited)


                                                     For the Three Months                For the Nine Months
                                                     Ended March  31,                    Ended March 31,
<S>                                                  <C>             <C>                 <C>             <C> 
                                                     1997            1996                1997            1996

Net Sales:
    Products                                         $83,318       $940,638             $365,306     $1,177,670
    Services                                         137,128        146,451              439,626        440,257
                                                     -------        -------              -------        -------
           Total net sales                           220,446      1,087,089              804,932      1,617,927
                                                     -------      ---------              -------      ---------
 Cost of Sales:
    Products                                          54,866        225,199              109,118        323,923
    Services                                          60,537         67,958              175,802        190,872
                                                      ------         ------              -------        -------
           Total cost of sales                       115,403        293,157              284,920        514,795
                                                     -------        -------              -------        -------

Gross profit                                         105,043        793,932              520,012      1,103,132
                                                     -------        -------              -------      ---------

Operating Expenses:
    General and administrative expense               453,480      1,106,941            1,269,962      2,367,330
    Research and development expense                 320,886        351,236            1,264,414      1,377,461
    Selling expense                                  126,208        221,931              463,690        717,557
                                                     -------        -------              -------        -------
           Total operating expenses                  900,574      1,680,108            2,998,066      4,462,348
                                                     -------      ---------            ---------      ---------

           Loss from operations                    ( 795,531)      (886,176)         ( 2,478,054)    (3,359,216)
                                                   ----------      ---------         ------------    -----------

Other income and expenses:
    Interest income                                   40,959          2,441               87,346          7,056
    Interest expense                                    (679)       (51,869)             (99,168)      (163,018)
                                                     --------        -------              -------       --------
           Total other income/(expenses)              40,280        (49,428)             (11,822)      (155,962)
                                                      ------         -------              -------       --------

Loss before extraordinary gain                      (755,251)      (935,604)          (2,489,876)    (3,515,178)
Extraordinary gain on debt restructuring                -           320,387                 -           320,387
                                               -------------        -------      ---------------        -------
Net loss                                           ($755,251)     ($615,217)         ($2,489,876)   ($3,194,791)
                                                   ==========     ==========         ============   ============

Net loss applicable to common stock:
    Net loss                                       ($755,251)     ($615,217)         ($2,489,876)   ($3,194,791)
    Accrued dividends on preferred stock                -            (8,890)                -          (108,890)
                                              -------------          -------   ----------------        ---------
                                                   ($755,251)     ($624,107)         ($2,489,876)   ($3,303,681)
                                                   ==========     ==========         ============   ============
Net loss per common share:
    Loss before extraordinary item                ($.19)          ($.63)               ($.84)           ($2.43)
    Extraordinary item                                -             .21                     -              .21
                                                  ---------      --------               --------        -------
                                                  ($.19)          ($.42)               ($.84)           ($2.22)
                                                  ======         =======              =======           =======

Weighted average number of
common shares                                      3,963,940      1,501,152            2,953,033      1,501,152




See notes to unaudited condensed financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                               Access Solutions International, Inc.
                                                 Condensed Statements of Cash Flows
                                               For the Nine Months Ended March 31,
(Unaudited)
<S>                                                                                <C>                 <C> 
                                                                                   1997                1996
                                                                                   ----                ----
Cash flows from operating activities:
      Net loss                                                               ($2,489,876)         ($3,194,791)
                                                                             -----------           -----------

Adjustments to reconcile net loss to net cash used by operating activities:

      Write-off of capital lease                                                 197,371                 -
      Depreciation and amortization                                               97,167              185,724
      Provision for doubtful accounts                                            (11,692)             (22,858)
      Stock compensation award                                                      -                 424,830
      Debt restructuring gain                                                       -                (320,387)
      Interest expense settled with issuance of common stock                        -                  62,129
      Other expenses settled with issuance of common stock                          -                  36,930

      Changes in assets and liabilities:
      (Increase) decrease in:
         Trade accounts receivable                                               315,927              417,880
         Inventories                                                              20,771               81,209
         Deposits                                                                 78,336                3,603
         Prepaid expenses and other current assets                              (192,534)              26,154
      Increase (decrease) in:
         Accounts payable                                                       (511,362)            (130,506)
         Accrued expenses                                                       (317,832)             330,127
         Deferred revenue - Prepaid service contracts                            (81,726)             (24,011)
                                                                                 --------             --------

             Total adjustments                                                  (405,574)           1,070,824
                                                                                ---------           ---------
         Cash used by operating activities                                    (2,895,450)          (2,123,967)
                                                                              -----------          -----------

    Cash flows from investing activities:
      Additions to fixed assets                                                  (44,756)             (97,837)
      Additions to other assets                                                     -                  (8,124)
      Notes receivable - PaperClip                                              (300,000)               -
                                                                                ---------          -----------

Cash provided/(used) for investing activities                                   (344,756)            (105,961)
                                                                                ---------            ---------
    Cash flows from financing activities:
      Proceeds from related party loans                                             -               2,383,415
      Repayment of related party loans                                              -              (1,173,000)
      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                                    (66,630)            (121,490)
      Net (payments) borrowings under note payable-bank                         (290,000)            (120,000)
      Purchase of treasury stock                                                                         (915)
      Deferred financing cost                                                    581,065              (46,275)
                                                                                --------             ---------
      Cash provided by financing activities                                    5,922,362            2,221,735
                                                                               ---------           ----------

    Net increase/(decrease) in cash                                            2,682,156               (8,193)

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

    Cash, end of period                                                       $3,219,987            $ 140,649
                                                                              ==========            =========

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  Article  10-01 of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required  by  generally  accepted  accounting  principles  for annual
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been  included.  Operating  results for the three  months and nine months  ended
March  31,  1997  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.

3.  PaperClip Asset Purchase and Management Agreements

On April 15,  1997,  the  Company and  PaperClip  Software,  Inc.  ("PaperClip")
entered into a definitive agreement for the Company to acquire substantially all
the assets and  liabilities of PaperClip.  Consummation  of this  transaction is
subject to various conditions including approval by the PaperClip  shareholders.
Under the agreement,  the Company will acquire  substantially  all of the assets
and assume  substantially  all of the  liabilities  of PaperClip  for a purchase
price of  approximately  1,544,000  shares of the Company's common stock plus an
equivalent  number of the Company's Class B Warrants.  Each Class B 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
$300,000 bridge loan to PaperClip for use as operating capital in exchange for a
convertible note from PaperClip.

On April 15, 1997, the Company and PaperClip also entered a management agreement
which allows the Company to manage the day to day operations of PaperClip  until
the  closing  of the  acquisition  or the  termination  of  the  asset  purchase
agreement.   The  management   agreement   designates  the  Company  as  Manager
responsible  for the  management of the  day-to-day  operations of the Business,
subject at all times to the  supervision  and control of PaperClip and the terms
of the management agreement.  Under the agreement,  PaperClip is required to pay
the  Company a  management  fee of $50,000  per month up to a maximum  amount of
$300,000 and thereafter pay the amount of $1 per month.


<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 March 31, 1997, the
Company had deferred revenue in the amount of $366,766.

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 took certain steps in Fiscal 1996
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;  (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.  Average  operating  expenses
for the nine months  ended March 31, 1997  averaged  approximately  $330,000 per
month.  During  the  first  half of  Fiscal  1996,  average  operating  expenses
approximated  $475,000 per month. 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 in November, 1995, 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 March 31, 1997, the Company had 26 employees.

Recent Development

On April 15,  1997,  the  Company and  PaperClip  Software,  Inc.  ("PaperClip")
entered into a definitive agreement for the Company to acquire substantially all
the assets and  liabilities of PaperClip.  Consummation  of this  transaction is
subject to various conditions including approval by the PaperClip  shareholders.
Under the agreement,  the Company will acquire  substantially  all of the assets
and assume  substantially  all of the  liabilities  of PaperClip  for a purchase
price of  approximately  1,544,000  shares of the Company's common stock plus an
equivalent  number of the Company's Class B Warrants.  Each Class B 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
$300,000 bridge loan to PaperClip for use as operating capital in exchange for a
convertible  note from PaperClip.  After  consummation of the  acquisition,  the
Company's and  PaperClip's  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.

On April  15,  1997 , the  Company  and  PaperClip  also  entered  a  management
agreement  which  allows  the  Company to manage  the day to day  operations  of
PaperClip  until the closing of the  acquisition or the termination of the asset
purchase agreement.

See Note 3 to the Unaudited Condensed Financial Statements.

Results of Operations

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

Three Months and Nine Months  Ended March 31, 1997  Compared to Three Months and
Nine Months Ended March 31, 1996

Net Sales

Net sales for the three months ended March 31, 1997 were $220,446  compared with
$1,087,089  for the three months ended March 31, 1996, a decrease of $866,643 or
80%,  and  $804,932  for the nine months  ended March 31,  1997,  compared  with
$1,617,927  for the nine months  ended March 31, 1996, a decrease of $812,995 or
50%.  Product  sales were $83,318 for the third  quarter of Fiscal 1997 compared
with  $940,638  for the third  quarter of Fiscal 1996, a decrease of $857,320 or
91%,  and  $365,306  for the nine  months  ended March 31,  1997  compared  with
$1,177,670  for the nine months  ended March 31, 1996, a decrease of $812,364 or
69%.  Product sales decreased  because the Fiscal 1996 third quarter  included a
major sale of a large optical  archiving  system and there were no such sales in
the Fiscal 1997 periods. Service revenues were $137,128 for the third quarter of
Fiscal 1997,  compared  with  $146,451  for the third  quarter of Fiscal 1996, a
decrease of $9,323 or 6%, and  $439,626 for the nine months ended March 31, 1997
compared  with  $440,257 for the nine months ended March 31, 1996, a decrease of
$631.  The  decreases  in  service  revenues  were  attributable  to the sale of
consulting  services for facility  moves in Fiscal 1996 which did not reoccur in
Fiscal 1997.

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 61% to
$115,403 for the three  months ended March 31, 1997 from  $293,157 for the three
months  ended March 31, 1996 and  decreased  45% to $284,920 for the nine months
ended March 31, 1997 from  $514,795  for the nine months ended March 31, 1996 in
each case as a result of lower sales. In addition, cost of sales as a percentage
of sales decreased to 52% for the three months ended March 31, 1997 from 27% for
the three months  ended March 31, 1996 and  decreased to 35% for the nine months
ended March 31, 1997 from 32% for the nine months ended March 31, 1996. Sales in
Fiscal 1996  consisted  primarily of a large system sale which  carried a higher
margin than service and product sales.

The cost of product  sales  decreased  76% to $54,866 for the three months ended
March 31,  1997 from  $225,199  for the three  months  ended  March 31, 1996 and
decreased 66% to $109,118 for the nine months ended March 31, 1997 from $323,923
for the nine months ended March 31, 1996, in each case due to lower sales.  Cost
of product  sales as a percentage of product  revenues  increased to 66% for the
three  months ended March 31, 1997 from 24% for the three months ended March 31,
1996,  and to 30% for the nine months ended March 31, 1997 from 28% for the nine
months ended March 31, 1996. The increases in costs of sales in both cases  were
the result of lower  margins.  The cost of services  decreased by 11% to $60,537
for the three  months  ended  March 31, 1997 from  $67,958 for the three  months
ended March 31, 1996 and  decreased  by 8% to $175,802 for the nine months ended
March 31, 1997 from  $190,872 for the nine months  ended March 31,  1996.  These
decreases reflect overhead  reductions in Customer Service. As a result, cost of
services as a  percentage  of service  revenues  decreased  to 44% for the three
months  ended March 31, 1997 from 46% for the three months ended March 31, 1996,
and 40% for the nine  months  ended  March 31, 1997 from 43% for the nine months
ended March 31, 1996.

General and Administrative Expenses

General and  administrative  expenses  consist of  administrative  expenses  and
customer support expenses.  General and administrative expenses decreased 59% or
$653,461 to $453,480 for the three  months ended March 31, 1997 from  $1,106,941
for the three months ended March 31, 1996 and  decreased  46% or  $1,097,368  to
$1,269,962 for the nine months ended March 31, 1997 from $2,367,330 for the nine
months  ended  March 31,  1996.  The  decreases  were  primarily  due to certain
nonrecurring  expenses  from  the  Company's  reorganization  in  January  1996,
including accrued stock compensation expensed for Hector Wiltshire in the amount
of $744,000,  repurchases of anti-dilution  rights in the amount of $85,000. and
realized  reductions  in  year-to-date  payroll  and  accrued  severance  due to
personnel terminations in the second quarter of Fiscal 1997.

Research and Development Expenses

Research and development expenses decreased by 9% or $30,350 to $320,886 for the
three months ended March 31, 1997 from $351,236 for the three months ended March
31, 1996 and decreased by 8% or $113,047 to $1,264,414 for the nine months ended
March 31, 1997 from  $1,377,461  for the nine months ended March 31,  1996.  The
decrease in research and  development  was primarily  due to payroll  reductions
during the second  quarter  of Fiscal 97 which was  partly  offset by  increased
expense  relating to the renewal of the Company's  mainframe  capital lease to a
shorter term operating lease.

Selling Expenses

Selling  expenses  decreased  by $95,723 or 43% to $126,208 for the three months
ended March 31, 1997 from $221,931 for the three months ended March 31, 1996 and
decreased  by $253,867 or 35% to  $463,690  for the nine months  ended March 31,
1997 from $717,557 for the nine months ended March 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 99% or
$51,190 to $679 for the three  months  ended March 31, 1997 from $51,689 for the
three  months  ended  March 31,  1996 and 39% or $63,851 to $99,168 for the nine
months  ended March 31, 1997 from  $163,018  for the nine months ended March 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 $38,518 to $40,959 for the
three  months  ended March 31, 1997 from $2,441 for the three months ended March
31, 1996 and by $80,290 to $87,346 for the nine months ended March 31, 1997 from
$7,056 for the nine  months  ended March 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 increased to $755,251 ($.19
per share on 3,963,940 weighted average shares outstanding) for the three months
ended March 31, 1997 from $615,217 ($.42 per share on 1,501,152 weighted average
shares  outstanding)  during the three months ended March 31, 1996 and decreased
to a loss of $2,489,876  ($.84 per share on 2,953,033  weighted  average  shares
outstanding) for the nine months ended March 31, 1997 from $3,194,791 ($2.43 per
share on 1,501,152  weighted  average  shares  outstanding)  for the nine months
ended March 31, 1996.

Liquidity and Capital Resources

The Company had a working  capital  surplus of  $3,519,721  at March 31, 1997 as
compared to a working capital deficit of $1,971,090 at June 30, 1996.

Total cash used by  operating  activities  during the nine month  periods  ended
March  31,  1997 and 1996  was  $2,895,450  and  $2,123,967,  respectively.  The
Company's  net  losses  for  these  periods  were   $2,489,876   and  $3,194,791
respectively.  In addition to funding the Company's net loss,  the major uses of
capital for  operating  activities  during the nine month period ended March 31,
1997 included  reducing  accounts payable by approximately  $511,000 and accrued
expenses by approximately $318,000. The reduction in accounts receivable was the
Company's major source of cash from operating activities.

Cash used by investing  activities  for the nine month  periods  ended March 31,
1997 and 1996 was $344,756 and $105,961, respectively. The major use of cash for
investing  activities  in Fiscal  1997 was a  $300,000  loan to  PaperClip  (see
"Recent Development" above).

Cash provided by financing  activities  was $5,922,362 for the nine month period
ended March 31, 1997 and  $2,221,735  for the nine month  period ended March 31,
1996.  The major source of cash for financing  activities  during the nine month
period ended March 31, 1997 consisted of proceeds from the Company's  $9,200,000
initial public offering  ("IPO") (see below),  which was partially offset by IPO
related expenses totaling approximately $2,000,000.  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 1997 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, 1997 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  remaining  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 nine
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 Development,  the Company entered into an agreement to
acquire substantially all the assets and liabilities of PaperClip. If completed,
the  purchase  price would be paid by the  issuance of stock and warrants of the
Company and up to $129,000  in cash in the event that the Company  elects  under
the agreement to require PaperClip to prepay its outstanding  convertible notes,
in which case the  Company is  required  to pay  PaperClip  in cash any  amounts
needed to meet the repayment obligations.  In addition, 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 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 other than the repayment  obligation
described  above,  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  of  approximately  $1,300,000;  (ii)
payment of professional fees of approximately  $400,000 for legal and accounting
work; and (iii) consulting fees of approximately  $65,000 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,  turnover in management,  the Company's  ability to manage
growth,  dependence on significant customers,  dependence on key personnel,  and
the Company's ability to protect its intellectual  property.  See "Risk Factors"
in the Company's  Prospectus  dated October 16, 1997.  The Company cannot assure
that it will be able to  anticipate  or respond  timely to changes  which  could
adversely affect its operating  results in one or more fiscal quarters.  Results
of operations in any past period should not be considered  indicative of results
to be expected in future periods.  Fluctuations in operating  results may result
in  fluctuations  in the price of the  Company's  securities.  In addition,  the
Company's  proposed   acquisition  of  PaperClip  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    Asset  Purchase  Agreement  dated  April 15,  1997  between the
                 Company and PaperClip  (Exhibit 2(a) of the Company's  Form 8-K
                 dated April 15, 1997 is hereby incorporated by reference.)
         10.2    Management  Agreement  dated April 15, 1997 between the Company
                 and PaperClip  (Exhibit  2(b) of the  Company's  Form 8-K dated
                 April 15, 1997 is hereby incorporated by reference.)
         10.3    $300,000  Convertible  Promissory  Note dated  January 29, 1997
                 issued  by  PaperClip  to  the  Company  (Exhibit  10.4  of the
                 Company's  Quarterly  Report on Form 10-Q for the Quarter ended
                 December 31, 1996 is hereby incorporated by reference.)
         27.     Financial Data Schedule

(b)  Reports on Form 8-K

         1.      Report on Form 8-K, dated April 15, 1997, filed April 21, 1997



<PAGE>


                                   SIGNATURES


In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant  caused  this  report to be signed on its  behalf by the  undersigned
thereunto duly authorized.


                                            ACCESS SOLUTIONS INTERNATIONAL, INC.


Date: May 14, 1997                          /s/Robert  H. Stone
                                            ------------------------------------
                                               Robert H. Stone
                                               President and CEO





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


<PAGE>