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, 1998



                                       or

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



Commission file number 0-28920



                      Access Solutions International, Inc.

        (Exact name of small business issuer as specified in its charter)



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

                                650 Ten Rod Road
                            North Kingstown, RI 02852

                    (Address of principal executive offices)

                                 (401) 295-2691

                           (Issuer's telephone number)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such  shorter  period  that the issuer was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes X No

The number of shares of the issuer's Common Stock,  $.0l par value,  outstanding
as of April 15, 1998 was 3,963,940.






<PAGE>

                      Access Solutions International, Inc.

                                      INDEX
<TABLE>
<CAPTION>



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

Item 1.      Financial Statements

             Condensed   balance sheets--March 31, 1998 
             (unaudited) and June 30, 1997                                         3

             Condensed  (unaudited) statements of operations --Three
             months and nine months ended  March 31, 1998 and 1997                 5

             Condensed  (unaudited)  statements of cash flows -- Nine
             months ended March 31, 1998 and 1997                                  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

</TABLE>


<PAGE>



                      Access Solutions International, Inc.

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements


                      Access Solutions International, Inc.
                            Condensed Balance Sheets


<TABLE>
<CAPTION>

                                                                    March 31,            June 30,
                                                                     1998                  1997
                                                                  (Unaudited)

Assets
Current assets:
<S>                                                                   <C>              <C>       
    Cash and cash equivalents                                         $35,304          $1,889,446
Trade accounts receivable, net allowance for
         doubtful accounts of $44,389 and $53,199                     210,557             238,914
Inventories                                                           446,076             461,812
Prepaid expenses and other current assets                             176,549             183,159
                                                                -------------        ------------
    Total current assets                                              868,486           2,773,331

Fixed assets, net                                                     351,836             328,309

Other assets:
    Advances - PaperClip                                            1,451,655             529,052
    Notes receivable - PaperClip                                      300,000             300,000
    Deposits and other assets                                          48,823              49,527
    Deferred acquisition costs                                        302,121                   -
                                                                 ------------        ------------
       Total other assets                                           2,102,599             878,579
                                                                 ------------        ------------
       Total assets                                                $3,322,921          $3,980,219
                                                                   ==========          ==========
</TABLE>












See notes to unaudited condensed financial statements.

<PAGE>



                      Access Solutions International, Inc.
                            Condensed Balance Sheets


<TABLE>
<CAPTION>
                                                                    March 31,            June 30,
                                                                     1998                  1997
                                                                  (Unaudited)

Liabilities and stockholders' equity 
Current liabilities:
<S>                                                                   <C>              <C>     
    Notes payable to shareholder                                      $58,822          $      -
    Accounts payable                                                  801,001             227,490
    Current installments of capital lease obligations                  13,268              25,257
    Accrued expenses                                                  229,740             143,227
    Accrued salaries and wages                                        139,701             204,604
    Deferred revenue-prepaid service contracts                        512,592             329,841
                                                                      -------             -------
        Total current liabilities                                   1,755,124             930,419

Capital lease obligations, excluding current installments                -                  6,716
                                                                   ----------           ---------
           Total liabilities                                        1,755,124             937,135

Stockholders' equity:
    Common stock, $.01 par value, 13,000,000
         shares authorized, 3,965,199                                  39,652              39,652
         shares issued.
    Additional paid-in capital                                     17,637,694          17,637,694
    Accumulated deficit                                           (16,091,493)        (14,616,206)
                                                                  ------------        ------------

                                                                    1,585,853           3,061,140

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

           Total stockholders' equity                               1,567,797           3,043,084
                                                                   ----------           ---------


           Total liabilities and stockholders' equity              $3,322,921          $3,980,219
                                                                   ==========          ==========
</TABLE>









Note:  The  balance  sheet at June 30,  1997 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



<PAGE>

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

<TABLE>
<CAPTION>
                                                For the Three Months               For the Nine Months
                                                Ended March 31,                    Ended March 31,
                                                1998            1997               1998              1997

Net sales:
<S>                                             <C>             <C>               <C>             <C>     
    Products                                    $14,880         $83,318           $539,771        $365,306
    Services                                    279,373         137,128            629,214         439,626
                                                -------         -------            -------         -------
       Total net sales                          294,253         220,446          1,168,985         804,932
                                                -------         -------          ---------         -------
 Cost of sales:
    Products                                      7,458          54,866            220,395         109,118
    Services                                    119,324          60,537            274,189         175,802
                                                -------          ------            -------         -------
       Total cost of sales                      126,782         115,403            494,584         284,920
                                                -------         -------            -------         -------

Gross profit                                    167,471         105,043            674,401         520,012
                                                -------         -------            -------         -------
Operating expenses:
    General and administrative expense          346,492         377,676            909,636       1,031,483
    Research and development expense            198,204         320,886            842,571       1,264,414
    Selling expense                             105,647         207,763            481,393         706,388
                                                -------         -------            -------         -------
       Total operating expenses                 650,343         906,325          2,233,600       3,002,285
                                                -------         -------          ---------       ---------

       Loss from operations                    (482,872)       (801,282)        (1,559,199)     (2,482,273)
                                               ---------       ---------        -----------     -----------

Other income and expenses:
    Interest and other income                     9,465          47,159             98,259          93,546
    Interest expense                            (10,501)         (1,129)           (14,346)       (101,149)
                                                 -------          ------           --------        --------
           Total other income/(expenses)         (1,036)         46,030             83,913          (7,603)
                                                  ------         ------             ------          -------

Net loss                                       (483,908)       (755,252)        (1,475,286)     (2,489,876)

Net loss per common share                         (0.12)          (0.19)             (0.37)          (0.84)

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


</TABLE>







See notes to unaudited condensed financial statements.



<PAGE>

                      Access Solutions International, Inc.
                       Condensed Statements of Cash Flows
                       For the Nine Months Ended March 31,
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                       1998                1997
                                                                       ----                ----
Cash flows from operating activities:
<S>                                                            <C>                  <C>         
  Net loss                                                     ($1,475,287)         ($2,489,876)
                                                               ------------         ------------

Adjustments to reconcile net loss to net 
  cash used by operating activities:
    Write-off of capital lease                                        -                 197,371
    Depreciation and amortization                                  116,697               97,167
    Provision for doubtful accounts                                 (8,810)             (11,692)

    Changes in assets and liabilities:
    (Increase) decrease in:
       Trade accounts receivable                                    37,167              315,927
       Inventories                                                  42,145               20,771
       Deposits                                                        (40)              78,336
       Prepaid expenses and other current assets                     6,610             (192,534)
    Increase (decrease) in:
       Accounts payable                                            573,511             (511,362)
       Accrued expenses                                             21,610             (317,832)
Deferred revenue - Prepaid service contracts                       182,751              (81,726)
                                                                 ---------            ---------

        Total adjustments                                          971,641             (405,574)
                                                                 ---------            ---------

    Cash used by operating activities                             (503,646)          (2,895,450)
                                                                 ---------            ---------

Cash flows from investing activities:
    Additions to fixed assets                                     (136,334)             (44,756)
    Additions to other assets                                     ( 29,555)                 -
    Loans and advances to PaperClip                               (922,603)            (300,000)
    Deferred acquisition costs                                    (302,121)                 -
                                                                 ---------            ---------
Cash provided/(used) for investing activities                   (1,390,613)            (344,756)
                                                                 ---------            ---------

Cash flows from financing activities:
    Proceeds from initial public offering                              -              9,200,013
    Costs relating to initial public offering                          -             (2,039,780)
    Proceeds from related party loans                               58,822                 -
    Proceeds from bridge loans                                         -                 37,694
    Repayments of bridge loans                                         -             (1,500,000)
    Repayments on capital lease obligations                        (18,705)             (66,630)
    Net (payments) borrowings under note payable-bank                  -               (290,000)
Deferred financing costs                                               -                581,065
                                                                 ---------            ---------
Cash provided by financing activities                               40,117            5,922,362
                                                                 ---------            ---------

Net increase/(decrease) in cash                                 (1,854,142)           2,682,156

Cash equivalents, beginning of period                            1,889,446              537,831
                                                                 ---------            ---------
Cash and cash equivalents, end of period                          $ 35,304           $3,219,987
                                                                 =========            =========

</TABLE>

See notes to unaudited condensed financial statements.



<PAGE>

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

1.   Basis of Presentation

The accompanying  unaudited condensed financial statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and with the  instructions  to Form  10-QSB  and  Article  10-01 of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required  by  generally  accepted  accounting  principles  for annual
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been  included.  Operating  results for the three  months and nine months  ended
March  31,  1998  are not  necessarily  indicative  of the  results  that may be
expected for the year ended June 30, 1998. For further information, refer to the
financial  statements  and footnotes  thereto  included in the Access  Solutions
International,  Inc.  ("ASI" or the "Company")  Form 10-KSB for the period ended
June 30, 1997.

2.   PaperClip Merger and Management Agreements

On April 15, 1997, ASI and PaperClip Software,  Inc.  ("PaperClip") entered into
an Asset Purchase Agreement for ASI to acquire  substantially all the assets and
liabilities of PaperClip (the "Agreement"). On September 12, 1997, the agreement
was amended (the "Amended  Agreement") to change the acquisition to a merger. As
a result of this  amendment,  a  newly-formed  subsidiary of ASI will merge into
PaperClip  with  PaperClip  surviving  as a  subsidiary  of ASI (the  "Merger").
Consummation  of this  transaction is subject to various  conditions,  including
approval  by  the  PaperClip  stockholders.  Under  the  terms  of  the  Amended
Agreement,  the PaperClip  stockholders will be entitled to receive an aggregate
of  approximately  1.5 million  shares of ASI's Common Stock plus an  equivalent
number of ASI Class B Warrants.  Each Class B Warrant will entitle the holder to
purchase one share of ASI Common Stock at an exercise  price of $6.00 per share.
In  connection  with the Merger,  the  holders of  PaperClip's  outstanding  12%
Convertible Notes due December 1999 will exchange such notes for an aggregate of
approximately  400,000  shares  of  non-voting  redeemable  preferred  stock  of
PaperClip.  After 18 months,  the holders of the  preferred  stock will have the
option to require the surviving  corporation  or ASI to purchase such shares for
cash or ASI common  stock and Class B Warrants.  After 30 months,  ASI will have
the right to redeem the Preferred Stock for cash or ASI Common Stock and Class B
Warrants. On January 29, 1997, ASI provided a $300,000 loan to PaperClip for use
as operating  capital in exchange for a  convertible  note from  PaperClip  (the
"Bridge Loan").

On April 15, 1997,  ASI and PaperClip  also entered into a management  agreement
(the  "Management  Agreement")  which  provides for ASI to manage the day-to-day
operations of PaperClip and to advance funds on behalf of PaperClip  pursuant to
an  operating  budget,  in each case  until  the  closing  of the  Merger or the
termination of the Merger Agreement.

ASI and PaperClip also entered into a one-year distribution  agreement effective
June 1,  1997  pursuant  to which  ASI  acts as a  distributor  for  PaperClip's
products in the United States to dealers and resellers.

Pursuant  to the  terms  of  the  merger  agreement,  completion  of the  merger
transaction is subject to certain conditions, including a financing contingency,
and was to have been  consummated  on or before  February 21, 1998.  Because the
financing  contingency  has not been satisfied,  the merger  transaction has not
been  consummated,  and the merger agreement has been amended to allow more time
for the  financing  condition to be  satisfied  and for the parties to negotiate
alternatives.

On April 22,  1998,  Malcolm  Chace III loaned ASI $100,000 at a rate of 19% per
annum. The loan is unsecured.


<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, 1998, the
Company had deferred revenue in the amount of $512,592,  which it will recognize
through March 31, 1999.

The Company's operating results have in the past and may in the future fluctuate
significantly  depending upon a variety of factors which vary substantially over
time,  including industry conditions;  the timing of orders from customers;  the
timing of new product  introductions  by the Company and  competitors;  customer
acceleration,  cancellation  or delay of shipments;  the length of sales cycles;
the level and timing of selling,  general and  administrative  and  research and
development  expenses;  specific  feature  needs of  customers;  and  production
delays. A substantial  portion of the Company's  quarterly  revenues are derived
from the sale of a relatively  small number of COLD systems which range in price
from approximately  $150,000 to $900,000. As a result, the timing of recognition
of  revenue  from a single  product  order has in the past and may in the future
have a significant  impact on the Company's net sales and operating  results for
particular  financial  periods.  This  volatility  is  counter-balanced  by  the
increase in sales of annual service  contracts  which  generally  accompanies an
increase in systems sales.

The Company's primary operating  expenses include selling expenses,  general and
administrative  expenses  and  research and  development  expenses.  General and
administrative  expenses consist primarily of employee compensation and 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's  total  expenditures  for research and development for Fiscal 1997
and  Fiscal  1996  were  $1,651,322  and  $1,713,094,  respectively.  Due to the
completion  of all customer  commitments  to the  GIGAPAGE  product in the third
quarter of Fiscal 1998, it is anticipated that development costs for Fiscal 1998
will be substantially reduced from prior levels.

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 1998
intended to limit the incurrence of future net losses.  Such steps include:  (i)
the October, l997 reduction in the Company's workforce; (ii) other reductions in
overhead costs and expenses;  and (iii) entering into the merger  agreement with
PaperClip Software,  Inc. The immediate effect realized by the implementation of
these  measures was to reduce  average  monthly  operating  expenses  during the
period from November through December 1997 to  approximately  $230,000.  Average
operating   expenses  for  the  three  months  ended  September  30,  1997  were
approximately  $280,000 per month.  During the first nine months of Fiscal 1998,
average operating expenses approximated $245,000 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 9  employees  terminated  in  October,  1997,  one  was a
salesperson,  one was field support, five were product development personnel and
two were administrative staff. The terminated product development personnel were
working on customer product  enhancements  which were completed.  As a result of
the foregoing,  the reduction in workforce has not materially adversely affected
the Company's operations. As of April 13, 1998, the Company had 8 employees.

ASI has  entered  into a Merger  Agreement  with  PaperClip  pursuant to which a
newly-formed  subsidiary  of ASI  will  merge  with  and  into  PaperClip,  with
PaperClip  surviving as a subsidiary of ASI.  Since April 15, 1997, ASI has been
managing the day-to-day  operations of PaperClip and advancing agreed-upon funds
pursuant to a Management Agreement. In addition, in January 1997, ASI provided a
$300,000 Bridge Loan to PaperClip for use as operating capital.  As of March 31,
1998, the total amount of advances to PaperClip totaled $1,543,077 excluding the
above note and management fees totaled  approximately  $360,000.  The management
fees have not been  recognized by ASI as revenue  because of the pending  merger
between the two  parties.  Effective  June 1, 1997,  ASI entered into a one year
distribution agreement with PaperClip.

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, 1998  COMPARED TO THREE MONTHS AND
NINE MONTHS ENDED MARCH 31, 1997

Net Sales

Net sales for the three months ended March 31, 1998 were $294,253  compared with
$220,446 for the three  months  ended March 31, 1997,  an increase of $73,807 or
33%, and  $1,168,985  for the nine months ended March 31,  1998,  compared  with
$804,932 for the nine months  ended March 31,  1997,  an increase of $364,053 or
45%.  Product  sales were $14,880 for the third  quarter of Fiscal 1998 compared
with $83,318 for the third quarter of Fiscal 1997, a decrease of $68,438 or 82%,
and $539,771 for the nine months ended March 31, 1998 compared with $365,306 for
the nine months  ended March 31, 1997,  an increase of $174,465 or 48%.  Product
sales  decreased  for the third  quarter  of Fiscal 98 because  shipment  of the
second  phase of a customer's  optical  archiving  system was  delayed.  Service
revenues  were  $279,373  for the third  quarter of Fiscal 1998,  compared  with
$137,128 for the third  quarter of Fiscal 1997, an increase of $142,245 or 104%,
and $629,214 for the nine months ended March 31, 1998 compared with $439,626 for
the nine months  ended  March 31,  1997,  an  increase  of $189,588 or 43%.  The
increase  in service  revenues  was  attributable  to  renewal of the  Company's
service  contracts at higher rates,  some of which  included  retroactive  prior
period revenue.


Cost of Sales

Cost of sales includes component costs,  firmware license costs,  labor,  travel
and certain  overhead  costs.  Costs of sales in the aggregate  increased 10% to
$126,782 for the three  months ended March 31, 1998 from  $115,403 for the three
months  ended March 31, 1997 and  increased  35% to $494,584 for the nine months
ended March 31, 1998 from  $284,920 for the nine months ended March 31, 1997, in
each case as a result of higher sales. In addition,  the gross margin percentage
increased  to 57% for the three  months  ended  March 31,  1998 from 48% for the
three months ended March 31, 1997 and decreased to 58% for the nine months ended
March 31, 1998 from 65% for the nine months ended March 31, 1997.  The increased
gross  margin for the third  quarter and  decrease for year to date gross margin
was the result of retroactive  contract  maintenance  revenue recognition in the
third quarter of Fiscal 98. The costs relating to this revenue were  recognized,
as incurred,  in prior periods which therefore impacted the current quarter more
favorably that the three quarters combined.

The gross margin for product  sales  increased to 50% for the three months ended
March 31, 1998 from 34% for the three months ended March 31, 1997 and  increased
to 57% for the nine  months  ended  March 31,  1998 from 56% for the nine months
ended March 31, 1998. The gross margin percentage on product sales increased for
the three months  ended March 31, 1998 because this period  included the sale of
obsolete equipment which had been written off in a prior period.

General and Administrative Expenses

General and  administrative  expenses  consist of  administrative  expenses  and
customer support expenses.  General and administrative  expenses decreased 8% or
$31,184 to $346,492 for the three months ended March 31, 1998 from  $377,676 for
the three months ended March 31, 1997 and  decreased 12% or $121,847 to $909,636
for the nine months  ended March 31,  1998 from  $1,031,483  for the nine months
ended March 31, 1997.  The decreases  were  primarily due to reductions in legal
expenses, consultants and travel expenses. Legal expenses incurred in the second
half of Fiscal 1997 relating to the formerly  planned  PaperClip  asset purchase
were  expensed  at year  end  while  legal  expenses  incurred  relating  to the
PaperClip merger in Fiscal 1998 have been capitalized.

Research and Development Expenses

Research and development  expenses  decreased by 38% or $122,682 to $198,204 for
the three months  ended March 31, 1998 from  $320,886 for the three months ended
March 31, 1997 and  decreased by 33% or $421,843 to $842,571 for the nine months
ended March 31, 1998 from  $1,264,414  for the nine months ended March 31, 1997.
The decrease in research and  development  expenses was primarily due to reduced
depreciation  expense from the  conversion  of the Company's  capital  mainframe
lease to an operating lease and to payroll  reductions of development  personnel
during the second quarter of Fiscal 1998.

Selling Expenses

Selling  expenses  decreased by $102,116 or 49% to $105,647 for the three months
ended March 31, 1998 from $207,763 for the three months ended March 31, 1997 and
decreased  by $224,995 or 32% to  $481,393  for the nine months  ended March 31,
1998 from $706,388 for the nine months ended March 31, 1997.  The decreases were
primarily the result of lower payroll  expenses and travel  expenses  which were
partially offset by increased  commissions  expense and investor relations costs
which were not incurred in the first half of Fiscal 1997.

Other Income and Expenses

Other income and expenses  consisted of interest  expense which decreased 80% or
$37,694 to $9,465 for the three months ended March 31, 1998 from $47,159 for the
three months ended March 31, 1998 and  increased 5% or $4,713 to $98,259 for the
nine months  ended March 31, 1998 from  $93,546 for the nine months  ended March
31, 1997. Included in the above amount for the nine months ending March 31, 1998
was  miscellaneous  income of  approximately  $43,000  from the  proceeds  of an
insurance reimbursement related to a damaged shipment.

Net Loss

As a result of the  foregoing,  the Company's net loss decreased 36% to $483,908
($.12 per share on 3,963,940 weighted average shares  outstanding) for the three
months ended March 31, 1998 from $755,252 ($.19 per share on 3,963,940  weighted
average  shares  outstanding)  during the three  months ended March 31, 1997 and
decreased  41% to a loss of  $1,475,286  ($.37 per share on  3,963,940  weighted
average  shares  outstanding)  for the nine  months  ended  March 31,  1998 from
$2,489,876 ($.84 per share on 2,953,033 weighted average shares outstanding) for
the nine months ended March 31, 1997.

Liquidity and Capital Resources

The Company had a working capital deficit of $856,638 at March 31, 1998 compared
to a working capital surplus of $1,842,912 at June 30, 1997.

Total cash used by  operating  activities  during the nine month  periods  ended
March 31, 1998 and 1997 was $503,646 and $2,895,450, respectively. The Company's
net losses for these periods were $1,475,287 and $2,489,876,  respectively.  The
Company's  net loss was the  major use of cash from  operating  activities.  The
major sources of capital for operating  activities  during the nine month period
ended March 31, 1998 included increases in accounts payable and deferred revenue
of $573,511 and $182,751, respectively.

Cash used by investing  activities  for the nine month  periods  ended March 31,
1998 and 1997 was $1,390,613 and $344,756,  respectively.  The major use of cash
for  investing  activities  in Fiscal 1998 was loans and  advances to  PaperClip
totaling  $922,603  and  deferred  acquisition  costs of $302,121  for legal and
accounting fees related to the merger.

Cash  provided by  financing  activities  was $40,117 for the nine month  period
ended March 31, 1998 and  $5,922,362  for the nine month  period ended March 31,
1997.  The major source of cash for financing  activities  during the nine month
period  ended  March 31,  1998  consisted  of loans by a director of the Company
secured  by  certain  accounts  receivable  of the  Company.  Cash  provided  by
financing activities for the nine month period ended March 31, 1997 was obtained
from the Company's  $9,200,000  initial public offering in October,  1996, which
was partially  offset by IPO related  expenses,  and repayment of an outstanding
bridge loan and an outstanding bank loan.

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  8, 1997 on the  audited  financial
statements  for the year ended June 30, 1997 included an  explanatory  paragraph
that described factors raising  substantial doubt about the Company's ability to
continue as a going concern. On April 22, 1998, Malcolm Chace III, a stockholder
and former  director of the  Company,  loaned ASI  $100,000 at a rate of 19% per
annum.  The loan is unsecured.  On April 30, the Company  announced  that it has
entered  into an  agreement  with  Mr.  Chace  for  interim  financing  totaling
$750,000.  The interim financing  agreement calls for the purchase of a minority
interest in several of the company's  patents by Mr. Chace, for $100,000.  These
patents are the subject of a lawsuit pending in the United States District Court
for the District of Rhode Island. In addition, Mr. Chace also agreed to lend the
Company  $650,000 plus an amount equal to outstanding  and future legal fees and
costs  incurred in  connection  with the lawsuit.  The loan will be secured by a
first  priority  interest in these patents and will bear interest at the rate of
19%.  The loan has a term of the  lesser  of three  years or  completion  of the
company's patent  litigation and converts to demand note at the end of its term.
The loan will also be convertible into equity under certain  circumstances.  Mr.
Chace  resigned from the  Company's  board of directors to avoid any conflict of
interest created by this loan  transaction.  The Company expects to complete the
transaction with Mr. Chace in the fourth quarter of Fiscal 1998.

As of March 31,  1998,  the  Company  had no  significant  long-term  debt.  ASI
believes that the Company's  cash  balances,  together with the funds  generated
from  operations  and the above  interim  financing,  will be sufficient to meet
ASI's working capital requirements only through August, 1998. On April 30, 1998,
the Company also announced that it terminated its previously announced effort to
raise $2 million  in a private  placement  offering.  The  Company is  presently
talking with  underwriters and others regarding  establishment of a financing or
strategic relationship and has been in talks with additional parties regarding a
future financing of between $2 million and $4 million to meet the obligations of
the Merger  Agreement and to address the Company's cash flow  requirements.  The
Company's  current plan is to close on at least $2 million of such  financing in
the first  quarter of Fiscal 1999.  Mr. Chace has agreed to convert his $650,000
loan into equity in the event he is satisfied  with the terms of such  financing
and upon the satisfaction of certain other conditions.

There  can be no  assurance  that the  interim  financing  will be  successfully
completed or that  additional  funds can be obtained on acceptable  terms, if at
all. If additional financing is not available, ASI's business will be materially
adversely affected, and the proposed merger may not be completed.

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. In addition, when used herein,
words such as "believes", "anticipates",  "expects", and similar expressions are
intended to identify  forward looking  statements.  The Company  cautions that a
number of  important  factors  could  cause  actual  results for Fiscal 1998 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,  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   merger  with  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  merger 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 Financing Term Sheet dated April 14, 1998 between Malcolm G. Chace and
          ASI

     10.2 Demand  Note dated April 22, 1998 by ASI for the benefit of Malcolm G.
          Chace

(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: May 20, 1998,                       Robert  H. Stone
                                          -------------------------------
                                          President and CEO





Date: May 20, 1998                        Denis L. Marchand
                                          -------------------------------
                                          Vice President of Finance and 
                                          Administration and Chief Accounting 
                                          Officer (Principal Accounting Officer)