CONTENTS




Letter to Shareholders                                      1

Selected Financial Data                                     7

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

Independent Auditors' Report                               11

Statements of Operations                                   12

Statements of Capital Stock and Other Stockholder's Equity 13

Balance Sheets                                             14

Statements of Cash Flows                                   15

Notes to Financial Statements                              16

Corporate Profile                                          23

ACCESS Directors, Officers and Shareholder Information     25


<PAGE>

<TABLE>


ACCESS CORPORATION
SELECTED FINANCIAL DATA

<CAPTION>

<S>                    <C>              <C>              <C>              <C>              <C>
FOR THE YEARS ENDED    April 30, 1997   April 30, 1996   April 30 1995    April 30 1994    April 30 1993

Summary of Earnings (Loss) from Operations


Net Sales               $ 6,929,353       $ 8,704,452     $ 6,041,782      $ 6,896,352      $ 7,020,074 
Gross Profit              1,496,282         3,310,058       2,352,750        2,573,260        2,871,200 
Gross Profit as percentage
    of net sales                 22%               38%             39%              37%              41%
Interest Expense              4,925             9,378          31,911           26,450           53,246 
Net Earnings (Loss) from
  Continuing Operations  (1,050,732)          205,021         129,370         (551,376)         (23,947)
Net Earnings (Loss) before
  cumulative effect of
  accounting change      (1,050,732)          205,021         129,370         (615,239)        (182,731)
Cumulative effect of
 accounting change                                                                              730,000 
Net Earnings (Loss)      (1,050,732)          205,021         129,370         (615,239)         547,269 
Preferred Dividend            -               102,510          64,685             -                -   
Income(loss) applicable to
  common shares       $  (1,050,732)        $ 102,511        $ 64,685       $ (615,239)      $  547,269 


Average common and common
 share equivalents
 outstanding              4,865,559         4,865,559       4,865,559        4,865,559        4,865,559 


Per Common Share Statistics

Net Earnings (Loss) from
 Continuing Operations     $ (0.22)         $    0.02        $   0.01          $ (0.11)         $ (0.00)
Net Earnings (Loss) before
 cumulative effect of
 accounting change           (0.22)              0.02            0.01            (0.13)           (0.04)
Cumulative effect of
 accounting change                                                                                 0.15 

Net Earnings (Loss)        $ (0.22)         $    0.02        $   0.01          $ (0.13)         $  0.11 


Balance Sheet Data

Working Capital        $ 2,663,470        $ 2,925,217     $ 1,734,779       $  695,922        $ 342,444 
Working Capital Ratio        3.0:1              3.0:1           3.3:1            1.7:1            1.1:1
Total Assets             5,017,591          6,241,633       5,129,248        5,132,511        7,242,855 
Mandatorily redeemable
 preferred stock         1,500,000          1,500,000       1,500,000        1,500,000        1,500,000 

Capital Stock and Other
  Stockholders' equity  $1,535,292        $ 2,586,024     $ 2,483,512      $ 2,418,826      $ 3,035,419 

</TABLE>

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS 
RESULTS OF OPERATIONS

NET REVENUES
(In thousands)
                        1997    Change          1996    Change       1995 
Net Revenues            $6,929    20%           $8,704     44%      $6,042

	ACCESS Corporation has two primary lines of business.  Originally, the
Company's service activities were limited to the support of its proprietary
products in mission critical environments. Through this support, it developed
an effective service organization that maintained electromechanical equipment
operating as part of a networked computer system.  The Company is currently
building and growing  this service maintenance by providing service for
equipment manufactured and sold by third parties. The Company is working
with manufacturers and distributors of high value equipment to provide
service both through these manufacturers and distributors and direct to
their customers.  The Company services, on a nationwide basis, end users on
both maintenance contracts and a time and material basis.  In April 1997,
through the acquisition of the assets of Graphic Systems Technology, Inc., a
company doing third party maintenance in the prepress industry, Access has
expanded into this market.  The Company is also a leader in the Electronic
Document Management Systems (EDMS) software business.  In this line of
business, the Company is the exclusive North American reseller of the Cimage
software which provides software solutions for its customers' technical
processes.

	The fluctuations in the Company's revenues overall are primarily a
result of the changes in its EDMS operations.  System sales from these
operations were $2,894,600, $3,800,800, and $1,275,000 in fiscal years 1997,
1996 and 1995, respectively.  These sales represented 42%, 44% and 21% of
total revenues, respectively.  The decrease between 1997 and 1996 sales was
the result in fiscal 1996 of a major customer ordering a very large non
cancelable software license which expires in fiscal 1998.  The Company did
not have a similar major order in fiscal 1997.

	The Company continues to have a stable base of revenue and gross
profits from its service operations.  On April 11, 1997, the Company
acquired the assets of Graphic Systems Technology, Inc.  At that time,
Access began to supply service to the prepress industry, which generated
$72,200 in revenue for the month of April 1997.  Overall, service sales are
comprised of hardware and software support to the Company's installed base
of customers, the new prepress customers and third-party maintenance
contracts.   Service sales were $4,034,800, $4,768,800 and $4,538,900  in
fiscal years 1997, 1996 and 1995, respectively.  These sales made up 58%,
55% and 75% of total revenues in these fiscal years, respectively.  The
increase in the percentage of total sales in fiscal 1997 reflects the
decrease in sales in the EDMS line of business.  The Company is experiencing
a decrease in micrographic hardware service.  These systems are slowly being
replaced with equipment using more current technology.  The Company
expects this trend to continue.  The Company has been substantially
replacing  the decreased micrographic revenue with third party contracts for
maintenance of scanners, plotters, jukeboxes and similar high volume mission
critical equipment. It expects substantial growth in it's service business
as a result of entering the prepress market.
	
	In fiscal year 1997 sales to the U.S. commercial market continued
to exceed those to the federal government and international markets.  Sales
to the U.S. commercial market represented 90% of the total revenue in fiscal
1997, compared with 88% in fiscal 1996 and 78% in fiscal 1995.  The federal
government accounted for 6% of total revenue in fiscal 1997, compared with
11% in 1996 and 18% in 1995.  This reflects the Company's emphasis on
marketing to the commercial market.  Sales to international markets
accounted for 1% of fiscal 1997 revenues, compared with 1% in 1996 and 4%
in 1995.

Gross Profits 
   (In Thousands)                1997  Change       1996 Change        1995
Gross Profits                  $1,496   55%        $3,310     41%      $2,353
Percentage of net revenues         22%                   38%             39%    

The above Gross Profits for 1997, 1996 and 1995 were net of
$1,068,900, $673,700 and $673,700 of amortization of computer software
costs, respectively. EDMS gross margins before amortization in fiscal 1997
were 44%, which was a decrease from fiscal 1996 level of 46% and an increase
from the fiscal 1995 level of 43%.  EDMS gross margins after amortization in
fiscal 1997 were 7%, which was a decrease from the fiscal 1996 level of 28%
and an increase from fiscal 1995 level of (10%),respectively.  While the
Company continues to maintain and support its AS/400 EDMS software product,
it does not believe that future revenues of this product reduced by the
estimated future costs, including maintenance and support, are sufficient to
absorb the amortization of the software costs previously capitalized.
Therefore, the Company accelerated the amortization of the remaining
unamortized cost of $732,000 in the third quarter of fiscal 1997.  Service
gross margins of 32% decreased from fiscal 1996 and 1995 levels of 46% and
55%, respectively. This decrease in gross margin in fiscal 1997 is the
result of the reduction of the high gross margin micrographic hardware
service being replaced with low gross margin third party service.

	Selling, general and administrative expenses were $2,368,800,
$2,433,400 and $1,528,500 for fiscal 1997, fiscal 1996 and fiscal 1995,
respectively.  The primary contributor to the increase in expenses in fiscal
1996 was in personnel and related expenses.  CimSoft Incorporated had a
sales office and personnel in Irvine, California, which the Company assumed
at the time of the acquisition of Cimsoft in fiscal 1996.
	
	Engineering, Research and Development (R&D) expenditures were
incurred for maintaining and upgrading existing products.  Engineering and
research and development expenses decreased from $611,300 in fiscal 1996 to
$265,100 in fiscal 1997.  Fiscal 1997 operating expenses for R&D were 57%
lower than fiscal 1996 and 55% lower than fiscal 1995.  In fiscal 1997
Cimage software development was provided by Cimage Enterprise Systems, Ltd.;
as a result the Company was not required to provide development.

	The Net Loss Before Income Tax in fiscal 1997 of $1,050,700 compared
to a Net Profit Before Income Tax of $310,600 decreased $1,361,400 from that
of fiscal 1996.  When excluding amortization for capitalized software, a
non-cash charge, in fiscal 1997, the Company generated $18,000 Net Profit
Before Income Tax compared to $984,300 in fiscal 1996. In fiscal 1996 the
Company received a major customer order for a very large noncancelable
software license which expires in fiscal 1998.  The Company did not have a
similar major order in fiscal 1997. The company's gross margin decreased 16%
in fiscal 1997.  The Company decreased operating expenses by $410,700 in
fiscal 1997 due to decreased selling expenses of $468,300 in fiscal 1997.


LIQUIDITY AND CAPITAL RESOURCES
	The Company had a cash balance of  $1,404,700 and no bank borrowing
at April 30, 1997.  There was a decrease of approximately $109,700 of cash
from operating activities  in fiscal 1997.  The Company did not utilize the
bank line of credit in either year.

	Accounts receivable, excluding the Graphic Systems Technology Inc.'s
accounts receivable, decreased approximately $120,700 during fiscal 1997.
This decrease is the result of lower sales in the fourth quarter of fiscal
1997 compared to fiscal 1996.

	Prepaid maintenance contracts at April 30, 1997 increased
approximately $66,200 from April 30, 1996.  This increase reflected the
increase in annual prepaid maintenance for third party hardware service
customers.

	The Company receives progress payments on some of its large EDMS
System orders based on predetermined events.  Reported as current
liabilities, these progress payments totaled approximately $195,100 at
April 30, 1997, which represents a decrease of approximately $213,300 from
April 30, 1996.

	Accrued royalties at April 30, 1997 increased approximately $228,700
from April 30, 1996.  The increase in accrued royalties are basically a
royalty due Cimage Enterprise Systems Limited for $268,000 for a delivery in
April 1997.

	Working capital on April 30, 1997 was $2,663,500, compared with
$2,925,200 on April 30, 1996.  The Company has a loan agreement which
provides for a line of credit through April 7, 1998 (See Note 2 of the Notes
to the Financial Statements).  The bank line of credit permits borrowing of
up to $400,000 at April 30, 1997, of which none was outstanding.

 	Revenues from maintenance services for products manufactured and
sold by its hardware service partners, as well as from the Company's
recurring service business, are expected to provide the cash flow required
to operate the Company.

	The Company believes it is well  positioned for the future. The
Company is a relatively small participant in the technically dynamic market
which is populated by large players like Microsoft and IBM, as well as many
middle and small size firms.  In this fragmented market, a great many
companies are competing for each new customer order.  The Company faces a
future filled with opportunities but also filled with a great many risks,
many of which are beyond its control.

<PAGE>

Independent Auditors' Report

Stockholders and Board of Directors:

     We have audited the accompanying balance sheets of ACCESS Corporation
as of April 30, 1997 and 1996, and the related  statements of operations, of
capital stock and other stockholders' equity and of cash flows for each of
the three years in the period ended April 30, 1997.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on the financial statements based
on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of ACCESS
Corporation as of April 30, 1997 and 1996, and the results of its operations
and its cash flows for each of the three years in the period ended
April 30, 1997, in conformity with generally accepted accounting principles.
   


Deloitte & Touche LLP
Cincinnati, Ohio  
May 29, 1997

<PAGE>


ACCESS CORPORATION

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED APRIL 30, 1997, 1996 AND 1995

                                 1997          1996            1995
REVENUE:
  System Sales             $  2,894,566    $ 3,800,795     $ 1,274,996 
  Service                     4,034,787      4,903,657       4,766,786
                             -----------    ------------    ------------
      Total                   6,929,353      8,704,452       6,041,782 

COST:

System sales, exclusive of
  amoritization shown
  separately below            1,633,974      2,052,266         729,965 
Service                       2,730,175      2,668,424       2,285,363
                             -----------    ------------    ------------
     Total                    4,364,149      4,720,690       3,015,328


GROSS PROFIT BEFORE
  AMORTIZATION                2,565,204      3,983,762       3,026,454 


AMORTIZATION OF COMPUTER
  SOFTWARE COST (Note 1)      1,068,922        673,704         673,704 

GROSS PROFIT                  1,496,282      3,310,058       2,352,750 


OPERATING EXPENSES:
 Selling, general and
  administrative              2,368,804      2,433,376       1,528,460
Engineering, research and
  development                   265,129        611,295         592,504
                             -----------     -----------    ------------

OPERATING INCOME (LOSS)      (1,137,651)       265,387         231,786 

OTHER INCOME(EXPENSE)            91,844         54,612          (3,805)

INTEREST EXPENSE                 (4,925)        (9,378)        (31,911)
                               ----------     -----------    ------------
EARNINGS (LOSS)  BEFORE
  INCOME TAXES               (1,050,732)       310,621         196,070 

INCOME TAXES  (Note 6)            -            105,600          66,700
                               ----------     ------------     -----------

NET EARNINGS (LOSS)          (1,050,732)       205,021         129,370

PREFERRED DIVIDEND                -            102,510          64,685
                             ------------     ------------     -----------

INCOME (LOSS)  APPLICABLE TO
 COMMON SHARES             $ (1,050,732)     $ 102,511        $ 64,685

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING   4,865,559      4,865,559       4,865,559 

PER COMMON SHARE AND COMMON
SHARE EQUIVALENT (Note 4):
  Net earnings (loss)          $  (0.22)      $   0.02         $  0.01 


See notes to financial statements.
<PAGE>

<TABLE>

ACCESS CORPORATION

STATEMENTS OF CAPITAL STOCK AND OTHER STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED APRIL 30, 1997, 1996 AND 1995
-----------------------------------------------------------
                                                                                                  Additional         Retained
                                  Treasury            Common              Class A Common            Paid-in           Earnings
<CAPTION>

<S>                           <C>     <C>       <C>       <C>         <C>       <C>              <C>            <C>

                              Shares  Amount    Shares    Amount      Shares    Amount           Capital          (Deficit)

BALANCE, April 30, 1994       16,270  $(15,383)  3,453,257 $ 345,326  1,428,572  $ 142,857       $ 10,824,847    $ (8,878,819)

 Class One Preferred Stock
  dividends                                                                                           (64,685)
 Net earnings                                                                                                         129,370
                              ------  ---------  ----------  --------  ---------  ---------        -----------      -----------

BALANCE, April 30, 1995       16,270  (15,383)   3,453,257   345,326   1,428,572   142,857          10,760,162     (8,749,449)

Class One Preferred Stock
 dividends                                                                                            (102,510)
Conversion of Class A Common
 Stock to Common Stock                           1,428,572    142,857  (1,428,572) (142,857)
Net earnings                                                                                                          205,021
                              ------  ---------  ----------  --------  ---------  ---------         -----------      -----------
BALANCE, April 30, 1996       16,270  (15,383)   4,881,829    488,183      -          -              10,657,652     (8,544,428)

Net loss                                                                                                            (1,050,732)
                              ------  ---------  ----------  --------  ---------  ---------         -----------      -----------

BALANCE, April 30, 1997       16,270  $(15,383)  4,881,829   $488,183      -       $   -           $ 10,657,652   $ (9,595,160)

<FN>

See notes to financial statements.


</TABLE>

<PAGE>

<TABLE>


ACCESS CORPORATION

<CAPTION>

<S>                         <C>            <C>                  <C>                                    <C>            <C>

BALANCE SHEETS
APRIL 30, 1997 AND 1996
------------------------------
                                                                LIABILITIES AND CAPITAL STOCK AND
ASSETS                         1997            1996             OTHER STOCKHOLDERS' EQUITY                 1997           1996


CURRENT ASSETS:                                                 CURRENT LIABILITIES:
 Cash and cash equivalents  $ 1,404,708    $ 2,071,772           Accounts payable                        $291,339      $ 285,703 
 Accounts receivable, less                                       Accrued salaries, wages and commissions  216,232        367,282
  allowance for doubtful                                         Accrued royalty                          519,916        291,192
  accounts of $12,000
  in 1997 and $189,685 in
  1996 (Note 2):             2,151,829      1,890,673            Accrued taxes                              4,198         22,400 
Inventories (Note 2):                                            Accrued warranty expense                  11,018           -   
 Raw materials and purchased
  parts                         96,673         64,553            Other accrued liabilities                 69,206         49,385 
 Work-in-process                56,401        102,900            Advances from customers                  195,145        408,460 
 Finished goods                 13,551         21,057            Capital leases                              -            19,599
                             ----------      ---------                                                  ----------     ----------
   Total inventories           166,625        188,510              Total current liabilities            1,307,054      1,444,021 
 Prepaid expenses              135,362        106,283 
 Deferred income tax, net of                                      PREPAID MAINTENANCE CONTRACTS           675,245        609,078
  valuation allowance of
  $300,000 (Note 6)            112,000        112,000 
                              ---------      ---------
TOTAL CURRENT ASSETS         3,970,524      4,369,238             MANDATORILY REDEEMABLE CLASS ONE
                                                                   PREFERRED STOCK (Note 3)             1,500,000      1,500,000 
EQUIPMENT AND LEASEHOLD                                            Preferred Dividends - Accrued            -            102,510 
  IMPROVEMENTS (Note 2):
  Computer hardware
   and software              1,533,592      1,449,310             CAPITAL STOCK AND OTHER
  Machinery and equipment      503,337        503,337              STOCKHOLDERS' EQUITY (Notes 2,4):
  Office and service equip     380,248        364,492              Capital Stock:
  Leasehold improvements        13,405         13,405              Common Stock, no par value, authorized,
  Tools, dies and fixtures      97,832        115,013              8,000,000 shares; issued and outstanding
                              ---------     ----------             4,881,829 in 1997 and 1996             488,183        488,183
    Total                    2,528,414      2,445,557 
  Less accumulated
    depreciation             2,289,920      2,187,785             Additional paid-in capital           10,657,652     10,657,652
                             ----------     ----------
    Net                        238,494        257,772             Deficit from April 1, 1985           (9,595,160)    (8,544,428)
                                                                  16,270 Common Stock shares in treasury, 
COMPUTER SOFTWARE COSTS, net of                                     at cost                               (15,383)       (15,383)
  accumulated amortization of                                     
  $3,368,518 in 1997 and                                          Total capital stock and other
  $2,299,595 in 1996              -         1.068,923               stockholders' equity                1,535,292      2,586,024 
                                                                                                       ------------   ------------
GOODWILL (Note 10)             259,691                            TOTAL                               $ 5,017,591     $6,241,633 

DEFERRED INCOME TAX BENEFIT,
 net of valuation allowance of
 $2,649,018 in 1997 and
 $2,134,000 in 1996 (Note 6)   548,882        545,700 
                             ----------      ----------
  TOTAL                     $ 5,017,591     $ 6,241,633 

<FN>

See notes to financial statements.

</TABLE>

<PAGE>









ACCESS CORPORATION

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED APRIL 30, 1997, 1996 AND 1995
-------------------------------------------------

                                                    1997       1996       1995
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net earnings (loss)                           $(1,050,732)  $205,021  $129,370 
  Adjustments to reconcile net earnings (loss)
   to net cash provided by (used in) operating
   activities:
  Amortization                                   1,068,922    673,704   673,704 
  Depreciation                                     131,755    143,027   139,819 
  Deferred income taxes                             (3,182)   105,600    66,700 
  Loss (gain) on disposal of fixed assets           (1,357)     1,111     7,028 
  Prepaid maintenance contracts                     66,167    294,324   100,606 
  Change in assets and liabilities:
   Accounts receivable                            (120,675)   162,968  (124,211)
   Inventories                                      74,548    224,355   103,163 
   Prepaid expenses                                (16,520)   (37,293)   37,672 
   Accounts payable                                  5,656     86,215   (62,481)
   Accrued liabilities                            (279,702)   244,716   (54,023)
   Accrued royalties                               228,724    (33,299)      -   
   Advances from customers                        (213,314)  (448,994)   30,151
                                                -------------------------------
    Net cash provided by (used in) operating
     activities                                   (109,710) 1,621,455 1,047,498 

CASH FLOWS FROM INVESTING ACTIVITIES:
 Acquisition of business, net of cash received    (324,128)  (148,629)
 Capital additions                                (124,515)  (166,010)  (22,779)
 Proceeds from disposal of fixed assets             13,397      6,267     2,156
                                                -------------------------------
   Net cash used in investing activities          (435,246)  (308,372)  (20,623)


CASH FLOWS FROM FINANCING ACTIVITIES:
 Repayments on bank line of credit                                      (71,807)
 Dividends on Class One Preferred Stock           (102,510)   (64,685)
 Payments on capital leases                        (19,599)   (60,112)  (75,081)
                                                -------------------------------
  Net cash used in financing activities           (122,109)  (124,797) (146,888)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS  (667,065) 1,188,286   879,987 

CASH AND CASH EQUIVALENTS, Beginning of year     2,071,773    883,487     3,500
                                                -------------------------------
CASH AND CASH EQUIVALENTS, End of year          $1,404,708 $2,071,773  $883,487 


SUPPLEMENTAL DISCLOSURES OF CASH FLOW
 INFORMATION:
 Cash paid for interest                            $ 3,400    $ 9,400  $ 31,900 

 Dividends declared but unpaid on Class One Preferred Stock totaled
  $102,510 (1996) and $64,685 (1995)

See notes to financial statements.

<PAGE>

NOTES TO FINANCIAL STATEMENTS                  ACCESS Corporation
For the years ended April 30, 1997, 1996 and 1995                               

NOTE 1:  A Summary of Significant Accounting Policies

Nature of Business
     The Company services hardware and software for its installed base of
   customers and third parties.  It also markets software for the electronic
   storage, control and processing of technical documentation.

Revenue Recognition

     Revenues from the sale of new systems are recognized upon shipment.  If
   there are services performed, revenue is recognized at the time of
   customer acceptance.

     Revenue from prepaid maintenance agreements is recognized ratably over
   the life of the maintenance contracts.

Inventories
 
    Inventories comprised of material, labor, and related overhead expenses
  are stated at the lower of cost (first-in, first-out method) or market.

Equipment and Leasehold Improvements

     Equipment and leasehold improvements are recorded at cost and
   depreciated over their estimated useful lives using the straight-line
   method.  Computer software purchased for internal use is depreciated over
   two years or its useful life, whichever is less.

Computer Software Development Costs

     Computer software development costs are recorded in accordance with
   Statement of Financial Accounting Standards No. 86, Accounting for the
   Costs of Computer Software to be Sold, Leased or Otherwise Marketed.
   Costs incurred up to the point of establishing technological feasibility
   are expensed currently.  Costs incurred after establishment of
   technological feasibility were capitalized.  Amortization of these
   capitalized costs began in March 1993 when the products were released to
   customers and were amortized over a period not to exceed five years.
   Amortization expense was $673,704 and $673,704 for fiscal years  1996 and
   1995, respectively.

      While the Company continues to maintain and support its AS/400 EDMS
   software product, it does not believe that future revenues of this
   product reduced by the estimated future costs, including maintenance and
   support, are sufficient to absorb the amortization of the software costs
   previously capitalized.  Therefore, the Company accelerated the
   amortization of the remaining unamortized cost.    In fiscal year 1997
   the Company wrote off $1,068,923, which was the total that remained
   unamortized.


Use of Estimates

     The preparation of the financial statements in conformity with
   generally accepted accounting principles requires management to make
   estimates and assumptions that affect the reported amounts of assets and
   liabilities and disclosure of contingent assets and liabilities at the
   date of the financial statements and the reported amounts of revenues and
   expenses during the reporting period.  Actual amounts could differ from
   those estimates.

Statement of Cash Flows

     Cash and cash equivalents consist of cash on hand, cash on deposit, and
   short-term investments with original maturities less than ninety days.

Product Warranties

     Under its product warranty policy, the Company has agreed to replace
   certain parts or provide remedial service during the designated warranty
   period.  Costs associated with these programs are determined on the basis
   of estimated net future costs.

Stock-Based Compensation

    The FASB issued  Statement of Financial Accounting Standards No. 123-
  Accounting for Stock-Based Compensation in October 1995.  The standard
  defines a fair-value based method of accounting for stock-based
  compensation but permits compensation expense to continue to be measured
  using the intrinsic value-based method previously used.  The Company
  intends to continue measuring compensation expense using the intrinsic
  value-based method and under the provisions of the standard, which was
  adopted in 1997.

Goodwill

   In April 1997, the Company established Goodwill with the purchase of the
 assets of Graphic Systems Technology, Inc.  The Company will amortize this
 cost over a ten year period.

Note 2:  Bank Line of Credit

     The Company's current line of credit agreement ($400,000 as of
   April 30, 1997) extends through April 7, 1998.  Borrowings under the
   agreement bear interest at one percent over the prime rate, 8 1/2% at
   April 30, 1997. Maximum availability is based upon the levels (as set
   forth in the loan agreement) of eligible accounts receivable.  To secure
   any borrowing, the Company has pledged accounts receivable, inventories,
   fixed assets, and general intangibles.  The agreement contains
   restrictive and other covenants which require the Company to maintain
   certain levels of indebtedness to net  worth, current ratio and cash flow
   from operations.  It also restricts new borrowings, capital expenditures,
   and dividends on its capital stock.

                                               1997    1996     1995
 
        Maximum borrowings
         during the year                     $  -0-   $ -0-   $ 127,354      
	Average outstanding balance
         during the year                     $  -0-   $ -0-   $  27,956         
       	Weighted average
           interest rate                                            9.1%
    	 (determined on a monthly basis)

Note 3:  Mandatorily Redeemable Preferred Stock and Notes Payable

     On October 28, 1991, the Company entered into a Note Purchase Agreement
   with Oce N.V. ("Oce"), which provided for borrowing by the Company of up
   to $1.5 million to fund a major software development project.  On
   August 26, 1992, $1,000,000 of  then outstanding notes were redeemed in
   exchange for 10,000 shares of mandatorily redeemable Class One Preferred
   Stock.  In April 1993, the Company issued to Oce an additional 5,000
   shares of mandatorily redeemable Class One Preferred Stock for $500,000.

     The Class One Preferred Stock is divided into three series:  10,000
   shares of 7% Class One Preferred Stock ($1,000,000); 2,500 shares of 9%
   Class One Preferred Stock ($250,000), and 2,500 shares of variable rate
   Class One Preferred Stock ($250,000).  The variable rate Class One
   Preferred Stock was issued at the rate of 9%.  Dividends on the Class One
   Preferred Stock for any fiscal year are cumulative only to the extent of
   50% of the Company's net after-tax earnings, as defined, for such year.

     Annually, beginning in 1995, the Company is required to redeem the
   Class One Preferred Stock at $100 per share plus accumulated dividends in
   an amount equal to a specified portion of after-tax earnings, as
   defined.  Unless dividends on the Class One Preferred Stock are current,
   the Company may not declare a dividend on its common shares or redeem or
   purchase any of its common shares.  Under the Note Purchase Agreement,
   Oce agreed to limitations on the voting and transfer of the Company's
   stock (including the transfer of such stock to a voting trust, the
   trustees of which are four of the Company's directors) and Oce was
   released from its obligation under certain circumstances to make a tender
   offer for the Company's common stock.  As of April 30, 1997, the Company
   had authorized and issued a total of 15,000 shares of Class One Preferred
   Stock.  The Company was not required to and has not redeemed any Class
   One Preferred Stock in fiscal year 1997 or previously.

Note 4:  Capital Stock

    In 1992 the Company entered into a Voting Trust Agreement with Oce.  The
  Voting Trust Agreement required Oce to place the certificates for
  1,904,763 of the Company's Common Stock, less 100 shares, into a voting
  trust.  The trustees of the trust are four directors of the Company.
  Pursuant to the Voting Trust Agreement, the shares will be voted for
  matters related to the election of directors in the discretion of the
  voting trustees (except that such shares will be voted for up to two
  director nominees designated by Oce) and on all other matters by Oce
  pursuant to a proxy to be granted to it by the voting trustees.

     The Voting Trust Agreement is irrevocable for a period of ten years and
   may be renewed, at the option of Oce, for additional periods of not more
   than ten years each.  The Voting Trust Agreement will automatically
   terminate:

      * with respect to any such shares sold to a party unrelated to Oce
      * upon the closing of any underwritten public offering of Common Stock
          which results in not less than $10,000,000 in aggregate sales
          price of Common Stock having been sold.
      * upon the acquisition by any person of beneficial ownership of as
        many or more shares of Common Stock as are owned by Oce.

     Further, the Voting Trust Agreement may be terminated by notice by Oce
   to the voting trustees at anytime after October 3, 1995.

     If the Voting Trust Agreement is terminated by notice or is not renewed
   on its tenth anniversary, Oce is required to make a tender offer for any
   and all of the shares of Common Stock at a price per share not less than
   that defined in the Note Purchase Agreement (Note 3) and calculated using
   the Company's audited financial statements.  If the calculated price per
   share is less than zero, Oce is not required to make a tender offer.

     If the Voting Trust Agreement is terminated by notice to the voting
   trustees, the tender offer is required not later than six months after
   the end of the fiscal year in which the first anniversary of the notice
   affected the termination.  If the agreement is not renewed, the tender
   offer is required not later than six months after the end of that fiscal
   year end.

Common Shares

     Holders of Common Stock ,including the voting trustees, have one vote
   per share.  Actions by a majority of voting trustees constitute the act
   of the voting trust. In fiscal year 1996, the Company's Class A Common
   Stock was converted to Common Stock.

Earnings Per Share

     The earnings (loss) per share computations are based on the weighted
   average number of common shares outstanding during the year adjusted for
   the effect of common share  equivalents where dilutive.  Fully diluted
   earnings (loss) per share are not presented as the effect of the dilution
   is less than 3% or is anti-dilutive for the years 1995 - 1997.  The
   Company is required to implement SFAS 128 Earnings Per Share, which was
   issued February 1997, effective the third quarter of fiscal 1998.  The
   effect of implementing SFAS 128 is not expected to be material.

Stock Option Plans

     During the year ended April 30, 1994, the Company adopted the 1993
   incentive stock option plan covering 500,000 shares of its Common
   Stock.  The Company also amended the 1983, 1985 and 1991 plans to add
   provisions providing that all outstanding stock options will become
   exercisable upon the occurrence of a change of control or similar event.

     Options may be granted under the 1991 and 1993  plans to officers and
   key employees of the Company.  Additionally, directors of the Company and
   other persons in business relationships with the Company, such as
   independent contractors and consultants, may be granted non-qualified
   options under the 1991 plan.  No further options may be granted under the
   1983 and 1985 plans.  Incentive stock options may be granted only to
   Company employees.

     The option price under the plans may not be less than the fair market
   value of the Common Stock at the date of grant, as determined by the
   Board of Directors, which administers the plans.  All options granted
   under the 1985 plan and any incentive stock options granted under the
   1983, 1991 and 1993 plans may not be exercised prior to one year from
   date of grant and expire ten years from the date of grant.

Changes in stock options were as follows:
                                                                    Weighted
                                 Number of Shares                   Average
                             Reserved         Granted               Exercise
                                                                    Price
	
Balance, April 30, 1995       785,300         362,400               $  .72
Issued                                        350,000                  .15
Canceled                      ( 2,400)      (   2,400)              ( 5.25)     
                              -------       ----------              ------      
Balance,April 30,1996 & 1997  779,900         710,000               $  .42      
 
-----------------------------------------------------------------------------			
			

Options Outstanding and Exercisable at April 30, 1997:

                   Options Outstanding          Options Exercisable
                                 Weighted
                                 Average        Weighted               Weighted
                   Number of     Remaining      Average   Number       Average
Range of           Options       Contractual    Exercise  of Options   Exercise
Exercise Price     Outstanding   Life (Months)  Price     Exercisable  Price
$.15 - $.50        575,000       70             $  .28    341,666      $  .38
$.51 - $1.00       135,000       36             $1.00     135,000      $1. 00
                   --------                               --------
                   710,000                                476,666
                  								

Had compensation cost for the Company's stock options been determined based
on the fair value at the grant dates for awards under the plan consistent
with the method of SFAS 123, the Company's net income (loss) and earnings
per share for 1997 and 1996 would have been the pro forma amounts indicated
below.

Pro Forma Net Income and Net Income Per Share
                            1997          1996
Net income (loss)
    As reported         ($1,050,732)     $ 102,511
    Pro forma           ($1,050,732)     $  87,491


Net income (loss) per share
    As reported               ($.22)          $.02
    Pro forma                 ($.22)          $.02



The fair value of the options was calculated utilizing the Black-Scholes
option-pricing model and the following key assumptions:

ASSUMPTIONS:
                                        1997    1996

	Risk -free interest rate	6.4%	6.4%
        Dividend growth                   0%      0%
        Volatility                        0%      0%
        Expected Life (months)           70      70

Note 5:  Engineering, Research and Development

     Engineering, research and development costs for the years ended
   April 30, 1997, 1996 and 1995 are as follows:

                                         1997            1996           1995
Charged to specific customer orders    $312,068        $380,741     $ 495,887   
Charged directly to engineering,
 research and development               265,129         611,295       592,504
                                       --------------------------------------
Total cost of engineering, research and
 development efforts                   $577,197        $922,036    $1,088,391
                                       =====================================

  Note 6:  Income Taxes

The provision for income taxes (benefit) includes the following:

                                        1997           1996            1995
Federal:
  Deferred                           $(415,682)      $105,600        $66,700 
  Currently payable (Refundable)         3,182        164,000         66,700
Tax benefit of net operating loss
  carryforward                                       (164,000)       (66,700)
Valuation Allowance                    412,500
                                     ----------------------------------------
Total                                 $    0         $105,600        $66,700    
 
                                     =======================================

     Deferred income taxes reflect the net income tax effects of (a)
   temporary differences between the carrying amounts of assets and
   liabilities for financial reporting purposes and the amounts used for
   income tax purposes, and (b) net operating loss carryforwards.  The
   income tax effects of significant items comprising the Company's net
   deferred income tax asset as of April 30, 1997 and 1996 are as follows:


                                                1997            1996
Net operating loss carryforwards	
   Federal                                  $3,173,700       $2,826,600
   State                                       217,400           75,800
Temporary differences:
   Customer Deposits                            -0-              67,500
  Inventory capitalization                      96,400           96,400
   Other                                       122,400          131,100
                                             -----------      ----------
Total                                       $3,609,900       $3,197,400
   Less Valuation Allowance                 (2,949,000)      (2,539,700)
                                             -----------      ----------
Net deferred income tax asset              $   660,900      $   657,700
                                              ========         ========

     The amounts and expiration dates for the Company's net operating loss
   carryforwards for income tax return purposes are summarized as follows:

        Year Ending April 30          Federal
        2002                        $1,301,400
        2004                         2,762,000
        2005                         3,027,000
        2008                           459,000
        2009                           803,000
        2012                           982,000
                                   -------------
             Total                  $9,334,400
                                      ========

Note 7:  Revenues to Major Customers

     On a continuing basis, no single customer accounts for a significant
   percentage of the Company's net sales.  However, net revenues to
   customers in selected industries as a percent of total revenues are as
   follows:

                                       1997         1996          1995

                Federal Government     5.7%         10.9%         18.4%
                Aerospace             22.0%         14.9%         18.8%
                Petroleum              9.3%          4.5%          4.9%
                Computer              10.9%         10.5%         10.5%     
                Medical                2.9%          8.6%          7.2% 
                Manufacturing         17.4%          1.5%         12.4%      
                Utilities             12.4%         33.4%          4.6%   

     Accounts receivable from these customers at April 30, 1997 and
   April 30, 1996 were $1,689,800 and $1,100,800, respectively.

Note 8:  Lease Commitments

     The Company leases office facilities and equipment under operating
   leases.  Rent expense was $351,259 (1997), $244,718 (1996), and $223,977
   (1995) of which $111,485 (1997), $64,313 (1996) and $60,281 (1995), were
   under short-term cancelable leases.

     As of April 30, 1997, minimum annual payments under all non-cancelable
   long-term operating lease agreements are:  $211,740 (1998),  $178,440
   (1999), and $170,950 (2000).


Note 9:  CimSoft Acquisition

    On July 31, 1995, the Company acquired CimSoft Incorporated, which
  started business in June 1995, for $257,500 in a business combination
  which was accounted for using the purchase method.  The results of
  operations of the company include CimSoft from the date of acquisition.
  Pro forma results of operations of CimSoft are not material.  CimSoft was
  a distributor of Cimage software and a Cimage service provider in North
  America.

Note 10:  Graphic Systems Technology Asset Purchase

    On April 11, 1997, the Company purchased certain assets of Graphic
  Systems Technology, Inc. from Star Bank  for $463,000.  The Company
  simultaneously sold the assets related to the Chameleon product line to
  Fong Brothers Printing for $138,900, resulting in a cash purchase price of
  $324,100. The Company also incurred liabilities of approximately $130,000.
  The purchase price was assigned to the assets purchased and liabilities
  incurred based on an estimated fair value, which included goodwill of
  approximately $259,691, which was recorded as part of the transaction.
  The fair value of assets purchased is based on information currently
  available and is subject to adjustment as additional information,
  principally accounts receivable, is finalized.  Pro forma results of
  operations of Graphic Systems Technology, Inc. are not meaningful.
  Graphic Systems Technology, Inc. was a third party service provider in the
  prepress industry.

Note 11: Subsequent Event

    On May 9, 1997 the Company executed a letter of intent to join Vision 21
  in a Cincinnati-based venture that intends to acquire and operate
  companies in the design automation, document management and technical
  services fields throughout the United States. The Vision 21 venture is
  contingent upon successful due diligence of 12 companies, each of the 12
  companies, including Access, reaching binding definitive agreements and
  the successful completion of an initial public offering by Vision 21.

<PAGE>

		
CORPORATE PROFILE

    Access, a Cincinnati based company, has two business units: Hardware
  Service, which maintains and installs components and systems,   and
  Electronic Document Management Systems (EDMS).

    Founded over thirty years ago, Access has designed systems for use by
  organizations throughout the world.  Some have been in continuous use for
  as long as twenty years.

    The Hardware Service business unit provides hardware service for
  components and systems.  The Company is currently striving to grow its
  third-party  and prepress equipment maintenance business.  The Company is
  working with manufacturers and distributors of high-value, integrated
  equipment to provide maintenance services for equipment manufactured or
  sold by them.

    Access' EDMS business unit provides software and professional services
  to assist its customers in the design, configuration, installation and
  maintenance of electronic document systems.

Hardware Service

    Access'  Hardware Service business unit provides quality hardware
  service on a nationwide basis to the prepress industry, owners of
  equipment manufactured and sold by third parties, and the company's
  installed base of EDMS customers. The Hardware Service revenue from
  services for equipment manufactured and sold by third parties grew by 12%
  in fiscal 1997 over fiscal 1996.

    In April 1997 Access acquired the assets of a company which provided
  hardware services for the prepress industry with the United States.  At
  this time Access is formalizing relationships with two major manufacturers
  of prepress equipment to provide service for equipment manufactured by
  them.

    Third-party maintenance includes the support of  non-Access electronic
  and electro-mechanical equipment such as card embossers, microfiche
  duplicators, microfilm scanners, large drawing format scanners, large
  format plotters, highly sophisticated 5-1/4" and 12" laser drives,
  optical jukebox systems and imagesetters.  Access has a number of Support
  Partners that recommend Access as their nationwide service provider.

     Growth in maintenance of third party manufactured equipment is an
   Access strategic objective.  Access continues to pursue additional
   third-party service opportunities with manufacturers and distributors of
   other electronic and electromechanical products.  Access' key to success
   in third-party maintenance is the ability to provide their Support
   Partners with the benefits of having their own national service company
   without having to build and support the infrastructure of a nationwide
   service organization.  Access offers a 24 hour a day, toll free dispatch
   center; rapid on-site service response; quality repairs and preventive
   maintenance for their customers.

     Access is qualified to meet the demands of today's electronic prepress
   multi-vendor environment.  Access engineers are trained and cross-trained
   on a wide range of imagesetters, scanners, networks/servers, and software
   applications ensuring the resolution of a service problem.

Access EDMS Business Unit

     Access Corporation is dedicated to enhancing the quality of its
   customers' products by providing world class software and professional
   services for their document based processes. Access' early success in
   automating the handling of document based information positioned the
   Company to take a leadership role in the evolution of computer technology
   in the specialized area of imaging, document and workflow management.
   Access provides document and workflow management in three distinct
   markets:  Discrete Manufacturing, Oil & Gas, and Utilities.  Access
   provides both software and professional services to configure, install
   and maintain electronic document management solutions.  Access' extensive
   history in sales and service of document based retrieval technology has
   allowed the company to build an expertise in applying current state of
   the art technologies to customers' document management products.
	
     The EDMS Business Unit experienced significant growth in fiscal 1996,
   in terms of both revenues and staffing.  In the first quarter of fiscal
   1996, Access acquired CimSoft Inc., a systems integrator servicing a wide
   base of EDMS customers within the United States.  At the same time,
   Access also formalized a partnership with Cimage Enterprise Systems Ltd.,
   making Access the exclusive distribution and support provider for Cimage
   products within North America.  These two business ventures well
   positioned Access for rapid growth through three changes: an increased
   customer base, an additional leading edge software offering, and
   additional personnel skilled in the sale and support of EDMS
   applications.  In addition to this new role as a software reseller,
   Access continues to maintain  Document Management Software and still
   provides the industry's only large format EDMS available on the IBM
   AS/400 computer.

      Access' EDMS software offerings fall into two product areas:  EDICS
    (Engineering Document Image Control System) and the Cimage Document
    Manager System.  EDICS is primarily focused at providing Document Life
    Cycle Management on the IBM AS/400 platform, while the Cimage Document
    Management is focused on Document Distribution applications using UNIX
    and Microsoft Windows NT servers.

      Both products utilize a powerful database application for managing
    documents and related information, including paper based documents, A
    through J size drawings, Computer Aided Design (CAD) data, company
    procedures and office correspondence.  These documents both come from
    multiple sources, and are in multiple formats.  The EDMS applications
    integrate all of these into a single system which fully automates the
    revision process, the distribution process, and also provides flexible
    tools for viewing, editing, and printing.

      Access also delivers high-quality, high-value Professional Services to
    its customers.  Access' industry specialization allows it to apply its
    document system expertise to its customers' business problems in
    Document Management Applications.  While the various software modules
    are the same at each customer, each implementation is unique through
    the "tailoring" of the document organizational structure,
    document-to-document relationships, and user interface presentation.
    Through Access' understanding of Document Management requirements,
    customers have been able to achieve industry compliance with regulatory
    agencies, become ISO 9000 certified, and achieve system implementations
    in extremely short time periods.


Sales

      EDMS systems have been installed in 48 states, Japan, Europe,
    Australia, Canada, Mexico, Jamaica, Puerto Rico, the Middle East,
    China, and the former Soviet Union.  Sales in and outside the United
    States are handled predominantly on a direct basis.  There is no
    recurring geographic market concentration with respect to the sales of
    Access systems in the United States.

      Access' primary marketing focus is the sale of its EDMS products to
    discrete manufacturers, oil and gas, and utility providers.  The market
    segment which accounted for the highest percentage of the Company's
    revenue was aerospace, at 22% of total company revenues.

Common Stock
	
      Currently there is no established market for the Company's Common
    Stock and the Company is not aware of any reported bid quotations.
    The Company has not paid, and has no plans to pay, dividends on its
    Common Stock.  The number of holders of record of Access Corporation's
    Common Stock as of April 30, 1997, was 381.

Form 10-K Available

      An Annual Report of Form 10-K will be filed with the Securities and
    Exchange Commission  for the fiscal year ending April 30, 1997.  A
    shareholder may obtain a copy of this report at no charge by writing to
    Access Corporation, 4350 Glendale-Milford Road, Suite 250, Cincinnati,
    Ohio, 45242, Attention: Treasurer.


<PAGE>


ACCESS Directors, Officers and Shareholder Information


Board of Directors	
 
Kent P. Friel
Chairman of the Board
President, Schonberg
   Associates, Inc.
Cincinnati, Ohio


Scott D. Watkins
President and Chief
   Executive Officer


Newton D. Baker
Executive Vice President
   and Treasurer


James M. Anderson
President and Chief Executive Officer,
Childrens Hospital Medical Center
Cincinnati, Ohio

James H. Hardie
Partner in law firm
of Reed Smith Shaw
  & McClay
Pittsburgh, Pennsylvania

Robert J. Kalthoff
Chairman of the Kalthoff
   Group, Inc.
Cincinnati, Ohio  

Dennis J. Sullivan, Jr.
Executive Counselor
Dan Pinger Relations, Inc.
Cincinnati, Ohio

John W. Weil
President
Weil Associates, Inc.
Bloomfield Hills, Michigan



Officers

Scott D. Watkins
President and Chief
  Executive Officer

Newton D. Baker
Executive Vice President
  and Treasurer

Kim Bollinger
Vice President,
   Customer Services

Marc Baines
Vice President,
   Sales and Marketing

Joseph Schneider
Vice President,
    Service	

Joseph Musgrave
Senior Vice President,
    Prepress Sales


Shareholder Information


Transfer Agent/Registrar
Fifth Third Bank
Fifth Third Center
Corporate Trust
Cincinnati, OH  45263

Independent Auditors
Deloitte & Touche LLP
250 East Fifth Street
Cincinnati, Ohio
45201-5340

General Counsel
Taft, Stettinius & Hollister
1800 Star Bank Center
Cincinnati, Ohio  45202

Patent Counsel
Wood, Herron & Evans
2700 Carew Tower
Cincinnati, Ohio  45202