<PAGE>
 
================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-Q
                                        



(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 No. 000-23711
                         -----------------------------
                                        

                                  ACSYS, Inc.
                                  -----------
             (Exact name of registrant as specified in its charter)



     GEORGIA                                               58-2299173
     -------                                               ----------
     (State or other jurisdiction of                     (IRS Employer
     incorporation or organization)                  Identification Number)

     2000 PENNSYLVANIA AVENUE, SUITE 7650
     Washington, D.C.                                          20006
     ----------------                                          -----
     (Address of principal executive offices)               (ZIP Code)



                                  202-872-0303
                                  ------------
              (Registrant's telephone number, including area code)


     Indicate by check  whether the registrant:  (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant 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 outstanding shares of the registrant's Common Stock on May 5, 1998
was 11,428,683.

================================================================================
<PAGE>
 
                                  ACSYS, Inc.
                                        

                               Table of Contents
                               -----------------
                                        
<TABLE>
<CAPTION>
 Item No.                                                                                             Page
-----------                                                                                        ----------
        PART I  FINANCIAL INFORMATION
<S>          <C>                                                                                    <C>
    1.  Financial Statements (unaudited):....................................................
          Condensed Consolidated Results of Operations
             For the Three Months Ended March 31, 1998 and 1997..............................           3
          Condensed Consolidated Balance Sheets as of
             March 31, 1998 and December 31, 1997............................................           4
          Condensed Consolidated Statements of Cash Flows
             For the Three Months Ended March 31, 1998 and March 31, 1997....................           5
          Notes to Condensed Consolidated Financial Statements...............................           6
 
    2.  Management's Discussion and Analysis of Results of Operations
          and Financial Condition............................................................          10
 
    3.  Quantitative and Qualitative Disclosures About Market Risk...........................          12
 
        PART II  OTHER INFORMATION
    1.  Legal Proceedings....................................................................          13
 
    2.  Changes in Securities and Use of Proceeds............................................          13
 
    3.  Defaults Upon Senior Securities......................................................          14
 
    4.  Submission of Matters to a Vote of Security Holders..................................          14
 
    5.  Other Information....................................................................          14
 
    6.  Exhibits and Reports on Form 8-K....................................................          14
</TABLE>

                                       2
<PAGE>
 
                                     PART I
                             FINANCIAL INFORMATION
                                        
ITEM 1.    FINANCIAL STATEMENTS.

                          ACSYS, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED RESULTS OF OPERATIONS

                                  (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS )
<TABLE>
<CAPTION>
                                                                              FOR THE THREE MONTHS ENDED MARCH 31,
                                                                         ---------------------------------------------
                                                                                 1998                       1997
                                                                          -------------------         -----------------
<S>                                                                       <C>                         <C>
SERVICE REVENUES:
  Temporary staffing................................................             $12,406                   $ 9,355
  Permanent placement...............................................               4,957                     3,531
                                                                                 -------                   -------
     Total service revenues.........................................              17,363                    12,886
 
DIRECT COST OF SERVICES, consisting of payroll, payroll
 Taxes and benefit costs for temporary employees....................               8,210                     6,256
                                                                                 -------                   -------
     Gross profit...................................................               9,153                     6,630
 
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES........................               7,833                     5,373
AMORTIZATION AND DEPRECIATION.......................................                 239                       101
                                                                                 -------                   -------
     Operating income...............................................               1,081                     1,156
 
OTHER EXPENSE, NET:                                                                   72                       206 
                                                                                 -------                   -------
 
INCOME BEFORE INCOME TAXES                                                         1,009                       950
 
INCOME TAXES (Note 3)                                                              3,276                        -- 
                                                                                 -------                   _______
 
NET INCOME (LOSS)                                                                $(2,267)                  $   950
                                                                                 =======                   =======
 
NET INCOME (LOSS) PER SHARE (Note 8)
  Basic and diluted net income (loss) per share.....................             $ (0.23)                  $  0.11
                                                                                 =======                   =======
  Shares used in computing basic net income (loss) per share........               9,943                     7,152
                                                                                 =======                   =======
  Shares used in computing diluted net income (loss) per share......               9,943                     7,203
                                                                                 =======                   =======
 
PRO FORMA DATA  (Notes 3 and 8 ):
  Historical income before income taxes, as reported................             $ 1,009                   $   950
  Pro forma income taxes............................................                 414                       418
                                                                                 -------                   -------
  Pro forma net income..............................................             $   595                   $   532
                                                                                 =======                   =======
 
  Pro forma basic net income  per share.............................             $  0.06                   $  0.06
                                                                                 =======                   =======
  Pro forma diluted net income per share............................             $  0.06                   $  0.06
                                                                                 =======                   =======
  Shares used in computing pro forma basic net income
          per share.................................................               9,943                     7,152
                                                                                 =======                   =======
  Shares used in computing pro forma diluted net
    income per share................................................              10,282                     7,203
                                                                                 =======                   =======
</TABLE>

           See Notes to Condensed Consolidated Financial Statements.

                                       3
<PAGE>
 
                          ACSYS, Inc. and subsidiaries
                     Condensed Consolidated Balance Sheets
                                  (Unaudited)
                       (In thousands, except share data)


<TABLE>
<CAPTION>
                                ASSETS
                                                                                 MARCH 31,        DECEMBER 31, 
                                                                                 ---------        ------------
                                                                                   1998               1997
                                                                                 -------             -------
<S>                                                                             <C>                <C>
CURRENT ASSETS:
  Cash and cash equivalents  ..................................................  $ 7,060             $   370
   Accounts receivable, net of allowances of $413 and $428
    at March 31, 1998 and December 31, 1997, respectively......................   10,213               9,205
  Prepaid expenses and other  .................................................    1,097                 775
                                                                                 -------             -------
     Total current assets  ....................................................   18,370              10,350
PROPERTY AND EQUIPMENT, net  ..................................................    2,489               1,809
GOODWILL AND OTHER INTANGIBLE ASSETS, net  ....................................   17,633              15,783
DEFERRED INITIAL PUBLIC OFFERING COSTS  .......................................      --                1,200
OTHER ASSETS  .................................................................      113                 133
                                                                                 -------             -------
                                                                                 $38,605             $29,275
                                                                                 =======             =======

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Bank overdrafts  ............................................................  $   --              $ 1,002
  Current portion of long-term debt  ..........................................       43                  47
  Accounts payable  ...........................................................      665                 757
  Accrued liabilities  ........................................................    4,147               4,861
  Deferred income taxes  ......................................................      907                  --
                                                                                 -------             -------
     Total current liabilities  ...............................................    5,762               6,667
                                                                                 -------             -------

LONG-TERM DEBT  ...............................................................      648              11,707
                                                                                 -------             -------
DEFERRED INCOME TAXES  ........................................................    2,272                  --
                                                                                 -------             -------
OTHER LONG-TERM LIABILITIES  ..................................................      337                 377
                                                                                 -------             -------

COMMITMENTS AND CONTINGENCIES

REDEEMABLE COMMON STOCK, no par value, 122,012
 Shares issued and outstanding at December 31, 1997............................      --                1,220

SHAREHOLDERS' EQUITY:
   Preferred stock, no par value, 5,000,000 shares authorized,
     no shares issued or outstanding  .........................................      --                  --
   Common stock, no par value, 45,000,000 shares authorized,
    11,426,737  and 8,371,208 shares issued and outstanding at
    March 31, 1998 and December 31, 1997, respectively  .......................   29,115               7,578
   Retained earnings  .........................................................      471               1,726
                                                                                 -------             -------
     Total shareholders' equity................................................   29,586               9,304
                                                                                 -------             -------
                                                                                 $38,605             $29,275
                                                                                 =======             =======
</TABLE>



           See Notes to Condensed Consolidated Financial Statements.

                                       4
<PAGE>
 
                          ACSYS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                 (In thousands)


<TABLE>
<CAPTION>
                                                                                       FOR THE THREE MONTHS ENDED
                                                                                -------------------------------------------
                                                                                                MARCH 31,
                                                                                -------------------------------------------
                                                                                        1998                   1997
                                                                                ---------------------  --------------------
<S>                                                                             <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss).....................................................              $ (2,267)              $   950
  Adjustments to reconcile net income (loss) to net cash provided  by
   (used in) operating activities--
       Amortization and depreciation....................................                   239                   101
       Deferred income taxes............................................                 3,276                   --
       Imputed  interest................................................                                          13
  Changes in operating assets and liabilities--
       Accounts receivable, net.........................................                  (834)                 (337)
       Prepaid expenses and other.......................................                  (284)                 (156)
       Accounts payable.................................................                  (136)                  298
       Accrued liabilities and other....................................                   (56)                1,310
       Other long-term liabilities......................................                   (40)                   27
                                                                                      --------               -------
          Net cash provided by (used in) operating activities...........                  (102)                2,206
                                                                                      --------               -------
 
CASH FLOWS FROM INVESTING ACTIVITIES:
       Net cash paid for business acquisition...........................                  (959)                  --
       Capital expenditures.............................................                  (770)                  (87)
                                                                                      --------               -------
           Net cash used in investing activities........................                (1,729)                  (87)
                                                                                      --------               -------
 
CASH FLOWS FROM FINANCING ACTIVITIES:
       Net proceeds from initial public offering, net of expenses.......                20,535                   --
       Changes in bank overdrafts.......................................                (1,002)                 (192)
       Repayments of long-term debt.....................................               (11,068)               (1,194)
       Proceeds from exercise of employee stock options.................                    56                   --
       Distributions to shareholders....................................                   --                    (80)
                                                                                      --------               -------
          Net cash provided by (used in) financing activities...........                 8,521                (1,466)
                                                                                      --------               -------
NET INCREASE IN CASH AND CASH
 EQUIVALENTS............................................................                 6,690                   653
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD..........................                   370                 1,062
                                                                                      --------               -------
CASH AND CASH EQUIVALENTS, END OF PERIOD................................              $  7,060               $ 1,715
                                                                                      ========               =======
</TABLE>

           See Notes to Condensed Consolidated Financial Statements.

                                       5
<PAGE>
 
                          ACSYS, Inc. and subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                  (unaudited)
                                        
1.  COMPANY BACKGROUND

  ACSYS, Inc. (or "the Company") is one of the leading specialty professional
staffing and permanent placement firms in the United States.  To date, the
Company has acquired eight accounting and finance staffing businesses, including
the acquisition of TGS Resource Group, Inc., d/b/a Don Richard Associates of
Richmond ("Don Richard of Richmond") on March 30, 1998, as described in Note 5.
In May 1997, the Company began combined operations with the acquisition of all
of the issued and outstanding common stock of Infinity Enterprises, Inc., David
C. Cooper & Associates, Inc., DCCA Professional Temporaries, Inc., Cama of
Tampa, Inc. and EKT, Inc. in exchange for shares of the Company's Common Stock.
The Company subsequently acquired all of the issued and outstanding common stock
of Rylan Forbes Consulting Group, Inc. and AcSys Resources, Inc. in July 1997
and September 1997, respectively.  These acquisitions have been accounted for
under the pooling-of-interests method of accounting. The accompanying financial
statements include the accounts and operating results of these entities for all
dates and periods presented.

  Before the Company's acquisition of AcSys Resources, Inc. in September 1997,
AcSys Resources, Inc. acquired C.P.A. Staffing Inc., C.P.A. Search Inc., and
Career Placement Associates, Inc. (collectively, "C.P.A. Staffing") on August
12, 1997.  This acquisition was accounted for under the purchase method of
accounting.

  The Company currently operates 18 offices serving the Atlanta, Charlotte,
Central New Jersey, Orlando, Philadelphia, Richmond, Tampa and Washington, D.C.
metropolitan markets.

2.  BASIS OF PRESENTATION

  The accompanying financial statements are unaudited and have been prepared by
the Company pursuant to the rules and regulations of the Securities and Exchange
Commission (the "SEC").  Although the December 31, 1997 balance sheet was
derived from audited financial statements, certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to SEC rules and regulations.  The Company believes that the financial
statements include all adjustments of a normal and recurring nature necessary to
present fairly the results of operations, financial position and cash flows for
the periods presented.  These financial statements should be read in conjunction
with the financial statements and notes thereto included in the Company's annual
report on Form 10-K.  The condensed consolidated financial statements include
the accounts of the Company and its subsidiaries.  All material intercompany
balances and transactions have been eliminated.  There have been no material
changes in accounting policies from those stated in the Company's Form 10-K.

3.  INITIAL PUBLIC OFFERING AND PRO FORMA RESULTS OF OPERATIONS

  In February 1998, the Company completed its initial public offering ("IPO") of
2,842,500 shares of Common Stock at a price of $8.50 per share, generating net
cash proceeds of approximately $20.2 million after deducting underwriters'
discount and offering costs to date of approximately $2.3 million.

  In connection with the IPO, the Company terminated its S corporation status
and recorded income tax expense and a corresponding net deferred tax liability
of approximately $3,000,000, representing the tax effect of differences in bases
in assets and liabilities for financial reporting and income tax purposes.  The
Company has presented pro forma income tax disclosure as if the Company was a C
corporation for the three months ended March 31, 1998 and 1997.

  The owner of 122,012 shares of redeemable common stock entered into a
contractual waiver of all redemption rights effective upon the IPO.
Accordingly, these shares have been reclassified as Common Stock.

                                       6
<PAGE>
 
                          ACSYS, Inc. and subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                  (unaudited)
                                        
  A portion of the proceeds from the IPO was used to repay outstanding
indebtedness under the Company's Credit Facility (See Note 4). The Company
expects to use the balance of the proceeds for business acquisitions, capital
expenditures, opening new offices, working capital, general corporate purposes,
payment of accrued distributions to shareholders for their individual income
taxes due on taxable income generated during the period the Company was an 
S Corporation, and payment of the remaining balance of offering expenses.

4.  DEBT

<TABLE>
<CAPTION>
                                                                                      March 31,      December 31,
                                                                                   ---------------  ---------------
                                                                                        1998             1997
                                                                                   ---------------  ---------------
                                                                                             IN THOUSANDS
<S>                                                                                 <C>              <C>
   Revolving Credit Facility...................................................         $  --           $11, 050
   Non-compete agreements with former shareholders of Infinity
      Enterprises, Inc., maturing February 2009................................           1,091            1,116
      
   Other.......................................................................               6               10
                                                                                         ------         --------
                                                                                          1,097           12,176
   Less--Unamortized discount..................................................            (406)            (422)
                                                                                         ------         --------
                                                                                            691           11,754
   Less--Current portion.......................................................             (43)             (47)
                                                                                         ------         --------
                                                                                         $  648         $ 11,707
                                                                                         ======         ========
</TABLE>

  The Company has a $15,000,000 Revolving Credit Facility (the "Credit
Facility"), which expires on May 31, 2000.  At March 31, 1998 there were no
outstanding borrowings on the Credit Facility.  The Company anticipates
utilizing this facility to finance acquisitions, open new offices, and for
general corporate purposes.  The Credit Facility bears interest, at the election
of the Company, at either: (A) the greater of (i) the bank's prime rate or (ii)
the federal funds rate plus 0.5%, plus a margin which ranges up to 0.75%; or (B)
at LIBOR plus a margin, which ranges from 1.25% to 2.50%.  Borrowings under the
Credit Facility, if any, are collateralized by all of the assets of the Company
and a pledge of all of the stock of its subsidiaries.  Borrowings are also
guaranteed by each of the subsidiaries.  The Credit Facility also contains
various financial and non-financial covenants and prohibits the payment of
dividends without the lender's consent.

5.  ACQUISITIONS

  Don Richard Associates of Richmond. On March 30, 1998, the Company acquired
all of the outstanding capital stock of Don Richard of Richmond, a leading
accounting and finance staffing firm located in Richmond, Virginia. The Company
has accounted for this transaction under the purchase method of accounting. 

  ICON Search and Consulting, Inc.  On March 31, 1998, the Company entered into
a definitive agreement to acquire ICON Search and Consulting, Inc. ("ICON"), an
Atlanta-based information technology staffing company with unaudited 1997
revenues of $20.0 million.  The transaction will be a stock-for-stock merger.
The Company anticipates that the transaction will close in the second quarter of
1998 and will be accounted for using the pooling-of-interests method of
accounting.  The closing of the transaction is contingent upon a number of
factors, including completion of mutual due diligence reviews.  The Company will
exchange between 2,860,000 and 3,395,000 shares of its Common Stock for ICON's
shares, with the final number depending upon the average closing price of the
Company's Common Stock during a 15 day measuring period preceding the closing of
the transaction.

                                       7
<PAGE>
 
                          ACSYS, Inc. and subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                  (unaudited)
                                        
6.  COMMITMENT AND CONTINGENCIES

  On November 13, 1997, a lawsuit was filed against the Company, Cama of Tampa,
Inc. ("Cama") and the former owner of Cama, Stephen S. Tutwiler. The lawsuit
alleges that the plaintiff and Mr. Tutwiler agreed to form a corporation to
provide certain staffing services; that such services were instead provided
through a division of Cama; and that the plaintiff was entitled to a portion of
the stock of Cama and thus to a portion of the shares of Common Stock issued to
Mr. Tutwiler when it acquired Cama.  The plaintiff asserts numerous claims,
including breach of contract, fraud, civil conspiracy and alleged misstatements
and omissions regarding the Company's ownership of Cama in a prospectus filed by
the Company.  The plaintiff seeks to recover $27,000 allegedly due to the
plaintiff, his alleged portion of Mr. Tutwiler's shares of Common Stock, and
compensatory and other damages.  The plaintiff also seeks an accounting and
employment by the Company.  The court has ordered the plaintiff and Mr. Tutwiler
to arbitrate the allegations in the lawsuit, which relate to their dispute.  The
Company and Cama have filed a motion with the court requesting a stay of the
litigation pending the outcome of the arbitration.  In the event the claims
against the Company and Cama are not stayed, the Company intends to vigorously
defend against the plaintiff's allegations.  Due to the uncertainties of
litigation, the Company cannot predict the outcome of this matter.  An adverse
result could have a material effect on the Company and result in a charge to the
statement of operations in the period in which the litigation is resolved.
There is no other pending litigation which the Company considers material.

7.  SUPPLEMENTAL CASH FLOW INFORMATION

  During the three months ended March 31, 1998 and 1997, the Company paid
$129,000 and $250,000, respectively, of interest expense.

8.  NET INCOME (LOSS) PER SHARE

  The Company calculates net income (loss) per share under the provisions of
Statement of Financial Accounting Standard No. 128, "Earnings Per Share" ("SFAS
128").  SFAS 128 requires a dual presentation of "basic" and "diluted" EPS.
Basic EPS is computed by dividing net income by the weighted average number of
shares of common stock outstanding for the period.  When dilutive, options are
included as share equivalents using the treasury stock method and are included
in the calculation of diluted per share data.  For the three months ended March
31, 1997, the average number of shares outstanding excludes the redeemable
common shares, as the accretion on the redeemable common stock of $134,000 is
deducted in arriving at historical and pro forma net loss available to common
shareholders.

9.  CONCENTRATIONS OF RISK

  Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of accounts receivable.  The Company does not
require collateral or other securities to support customer accounts receivable.
No client accounted for more than 10% of the Company's revenues during the three
months ended March 31, 1998 or of accounts receivable as of March 31, 1998.

10.  RECENT ACCOUNTING PRONOUNCEMENTS

  In June 1997, The Financial Accounting Standards Board ("FASB") issued
Statement No.130 "Reporting Comprehensive Income" ("SFAS No. 130").  This
statement requires that items, which are components of comprehensive income, be
reported in a financial statement that is displayed with the same prominence as
other financial statements.  SFAS No 130 became effective for fiscal years
beginning after December 31, 1997 and is now currently being applied by the
Company.  SFAS No. 130 requires comparative financial statements provided for
earlier periods to be reclassified to reflect application of the provisions of
this new standard.  The Company has determined that for the quarter ended March
31, 1998 and for the year ended December 31, 1997, no items meeting the
definition of comprehensive income as specified in SFAS No. 130 existed in the
financial statements.  As a result, no disclosure is necessary to comply with
the new standard.

                                       8
<PAGE>
 
                         ACSYS, Inc and Subsidiaries 
             Notes to Condensed Consolidated Financial Statements
                                  (unaudited)

  In June 1997, the FASB issued Statement No. 131, "Disclosure About Segments of
an Enterprise and Related Information" ("SFAS 131"). This statement establishes
additional standards for segment reporting in the financial
statements and is effective for fiscal years beginning after December 15, 1997.
Management believes that SFAS 131 will not have a material effect on the
Company's financial statements.

                                       9
<PAGE>
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION.

  This Management's Discussion and Analysis of Results of Operations and
Financial Condition contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended. These
statements relate to future economic performance, plans and objectives of
management for future operations and projections of revenues and other financial
items that are based on the beliefs of the Company's management, as well as
assumptions made by, and information currently available to, the Company's
management. Actual results could differ materially from those currently
anticipated as a result of a number of factors, including those listed in (a)
the "Risk Factors" section of the prospectus included in the Company's
Registration Statement on Form S-1 (Registration number 333-38465) as declared
effective by the SEC on February 5, 1998 and (b) Item 7, "Management's
Discussion and Analysis of Results of Operations and Financial Condition -
Disclosure Regarding Forward Looking Statements" in the Company's annual report
on Form 10-K for 1997. These factors include, but are not limited to, the
Company's brief combined operating history and its ability to identify and
acquire suitable acquisition candidates, to integrate acquired companies into
its operations, to implement internal control and management financial and
operational reporting systems, and to manage risks associated with opening new
offices and offering new services.

RESULTS OF OPERATIONS
---------------------
<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED
                                                 ------------------------------------------------
                                                                    MARCH 31,
                                                 ------------------------------------------------
                                                           1998                     1997
                                                 ------------------------  ----------------------
                                                              As a % of                As a % of
                                                     $         REVENUE         $        REVENUE
                                                 ----------  ------------  ---------  -----------
<S>                                              <C>         <C>           <C>        <C>
                                                                  IN THOUSANDS
Service revenues:
  Temporary staffing  ........................... $  12,406         71.5%    $ 9,355        72.6%
  Permanent placement  ..........................     4,957         28.5       3,531        27.4
                                                  ---------        -----     -------       -----
  Total service revenues  .......................    17,363        100.0      12,886       100.0

Direct costs of services  .......................     8,210         47.3       6,256        48.5
                                                  ---------        -----     -------       -----

 Gross profit  ..................................     9,153         52.7       6,630        51.5

Selling, general and administrative expenses  ...     7,833         45.1       5,373        41.7
Amortization and depreciation  ..................       239          1.4         101          .8
                                                  ---------        -----     -------       -----

 Operating income  ..............................     1,081          6.2       1,156         9.0

Other expense  ..................................        72          0.4         206         1.6
                                                  ---------        -----     -------       -----
Income before income taxes....................... $   1,009          5.8     $   950         7.4
Income taxes.....................................     3,276                      --
Net income (loss)................................ $  (2,267)                 $   950
                                                  =========                  =======
</TABLE>

HISTORICAL RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO
HISTORICAL RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1997

  Service Revenues.  Total service revenues increased $4.5 million, or 34.7%, to
$17.4 million for the three months ended March 31, 1998 from $12.9 million for
the corresponding period in 1997.  Temporary staffing service revenues increased
$3.1 million, or 32.6%, to $12.4 million for the three months ended March 31,
1998 as compared to $9.4 million for 1997.  The increase in temporary staffing
service revenues is primarily attributable to the August 1997 acquisition of
C.P.A Staffing, increased revenue from the introduction of IT contract staffing
and AcSys Business Consulting services in the second half of 1997, increased
bill rates and increased revenues from offices opened in the fourth quarter of
1997.  Permanent placement service revenues increased $1.4 million or 40.4%, to
$5.0 million for the three months ended March 31, 1998 from $3.5 million for
1997.  Permanent placement service revenues increased

                                       10
<PAGE>
 
primarily due to increases in the number of permanent placements, the August
1997 acquisition of C.P.A Staffing, the number and productivity of consultants,
increased placement fees and increased starting salaries of placed candidates.

  Gross Profit.  Gross profit increased $2.5 million, or 38.1%, to $9.2 million
for the three months ended March 31, 1998 from $6.6 million for 1997.  Gross
profit as a percentage of service revenues increased to 52.7% for the first
quarter of 1998 from 51.5% for 1997.  This increase is primarily due to an
increase in the percentage of service revenues derived from permanent placement
services, which increased to 28.5% of total service revenues for the three
months ended March 31, 1998 from 27.4% for 1997.  Permanent placement service
revenues generate higher gross profits than temporary staffing service revenues
because sales commissions and other costs associated with permanent placement
services are included in selling, general and administrative expenses.  Gross
margin for the three months ended March 31, 1998 increased to 33.8% compared to
33.1 % for 1997.

  Selling, General and Administrative Expenses.  Selling, general and
administrative expenses increased $2.5 million, or 45.8%, to $7.8 million for
the three months ended March 31, 1998 from $5.4 million for the three months
ended March 31, 1997.  As a percentage of revenues, selling, general and
administrative expenses increased to 45.1% for the three months ended March 31,
1998 from 41.7% for the corresponding period in 1997.  This increase as a
percentage of revenues is primarily attributable to: the increased commission
expense resulting from the increase in permanent placement revenues, the
addition of personnel to support the Company's increased sales and marketing
efforts, the introduction of the Company's Information Technology and AcSys
Business Consulting service lines, and additional infrastructure expenses
associated with operating as a public company.

  Amortization and Depreciation.  Amortization and depreciation for the three
months ended March 31, 1998 increased $138,000 from the corresponding period of
1997. Amortization and depreciation for the three months ended March 31, 1998
includes goodwill amortization expense as a result of the C.P.A. Staffing
acquisition in August, 1997. Depreciation expense has also increased as a result
of capital expenditures in 1997 and the first quarter of 1998.

  Other Expense.  Other expense consists principally of net interest expense. In
February 1998, the Company repaid the amount outstanding under its Credit
Facility with part of the proceeds of the IPO.

  Income Tax Expense. Prior to February 5, 1998, the Company was an S
corporation and not subject to income taxes. In connection with completion of
the IPO and the termination of the Company's S corporation status, the Company
recorded a tax liability of approximately $3.0 million to recognize income tax
expense caused by the Company's change to a C corporation, which primarily 
relates to a change from the cash to accrual method of accounting for income tax
proposes. The Company will pay the deferred tax liability over a four-year
period.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

  In February 1998, the Company completed its initial public offering of
2,842,500 shares of Common Stock at a price of $8.50 per share, resulting in
proceeds of $22.5 million after deducting the underwriters' discount. (The
foregoing amounts exclude the sale of 320,000 shares by selling shareholders in
the offering and include the underwriters' exercise of their over-allotment
option to purchase 412,500 shares.) The Company has subsequently repaid all
amounts outstanding under its Credit Facility and has paid other offering
expenses of $1.9 million. The Company expects to use the balance of the proceeds
for business acquisitions, capital expenditures, opening new offices, working
capital, general corporate purposes, payment of accrued distributions to
shareholders for their individual income taxes due on taxable income generated
during the period the Company was an S corporation and payment of the remaining
balance of offering expenses.

  Net cash used for operating activities was $102,000 in the three months ended
March 31, 1998.  The use of cash is due to increased accounts receivable and
increases in other working capital requirements.  For the corresponding period
of 1997, cash provided by operations was $2.2 million, principally due to
increases in accrued expenses and other liabilities.

  Net cash used in investing activities during the three months ended March 31,
1998 was $1.7 million.  Included in cash used for investing activities was
$959,000 (net of cash acquired) paid in connection with the acquisition of Don
Richard of Richmond and $770,000 used for telecommunications equipment, computer
systems and office facilities.  The Company will continue to make capital
expenditures throughout 1998 on information technology systems and equipment.

                                       11
<PAGE>
 
  Net cash provided by financing activities was $8.5 million in the three months
ended March 31, 1998.  The Company raised $20.5 million net of expenses paid
through March 31, 1998. The Company used approximately $11.1 million to repay
its then current borrowings under its Credit Facility. Net cash used in
financing activities was $1.5 million for the three months ended March 31, 1997
and was primarily attributable to net repayments of long term debt.

  At March 31, 1998 the Company had working capital of $12.6 million, including
cash and cash equivalents of $7.1 million.  Additionally, at March 31, 1998 the
Company had $15.0 million available under the Credit Facility. Borrowings under
the Credit Facility are available for working capital and other corporate
purposes, including acquisitions.  Interest on the Credit Facility is due
quarterly, and outstanding principal is due on May 31, 2000

  The Company expects to pursue its acquisition and expansion program and
intends to register up to an additional 2,000,000 shares of its Common Stock to
use as consideration in connection with future acquisitions.  The Company also
anticipates increasing the amount of its Credit Facility and that such increase
would be available to provide cash to fund acquisitions and for general
corporate purposes.

  The Company intends to finance acquisitions through a combination of cash,
debt and Common Stock.  While there can be no assurance, management believes
that the funds currently available and on hand, funds to be provided by
operations, and funds available through the Credit Facility will be sufficient
during the next twelve months to meet the Company's anticipated needs for
working capital, capital expenditures, future acquisitions and anticipated cash
outflows related to unusual transactions such as payment of the deferred tax
liability discussed above.


ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

  The Company's market risk sensitive instruments do not subject the Company to
material market risk exposures.

                                       12
<PAGE>
 
                                    PART II
                               OTHER INFORMATION
                                        
ITEM 1.    LEGAL PROCEEDINGS.

  There were no new material developments in the legal proceeding previously
reported by the Company and no new material legal proceedings during the quarter
ended March 31, 1998.

ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS.

Sales of Unregistered Securities during the Quarter Ended March 31, 1998

  On March 30, 1998 the Company entered into an Agreement and Plan of Merger by
and among the Company, TGS Resource Group, Inc., doing business as Don Richard
Associates of Richmond ("Don Richard of Richmond") and the shareholders of Don
Richard of Richmond named therein. Pursuant to such agreement, the Company
acquired all of the equity interest of Don Richard of Richmond in exchange for
66,731 shares of Common Stock and $959,000 in net cash from the proceeds of the
IPO. The issuance of securities to the shareholders of Don Richard of Richmond
was made in reliance on the exemptions from registration under the Securities
Act provided for by Section 4(2) of the Securities Act and Regulation D. The
recipients of such Common Stock represented their intention to acquire the
securities for investment purposes only and not with a view to or for the sale
in connection with any distribution thereof, and appropriate legends were
affixed to the share certificates issued to such persons. Such persons were
represented by counsel and had adequate access to information about the Company
by virtue of their being provided with copies of all information filed with the
SEC on or before the date of closing and access to senior officers of the
Company with an opportunity to ask questions and investigate the Company's
business affairs.

USE OF PROCEEDS FROM THE COMPANY'S INITIAL PUBLIC OFFERING IN FEBRUARY 1998

  On February 5, 1998, the Company's registration statement on Form S-1
(Commission File No. 333-38465) for the Company's initial public offering (the
"IPO") of its Common Stock, no par value, became effective.  Trading of the
Common Stock on the Nasdaq Stock Market's National Market began on February 6,
and the initial closing of the IPO occurred on February 11.  The managing
underwriters of the IPO were J.C. Bradford & Co. and Janney Montgomery Scott
Inc.  At the initial closing the Company issued a total of 2,430,000 shares of
Common Stock at a price of $8.50 per share, or $20,655,000 in the aggregate, and
selling shareholders sold a total of 320,000 shares at $8.50 per share, or
$2,720,000 in the aggregate.  Total gross proceeds from the sale of shares at
the initial closing were $23,375,000.  Subsequently, on February 23, 1998, the
underwriters exercised their over-allotment option and purchased an additional
412,500 shares from the Company at a price of $8.50 per share, or $3,506,250.
(Selling shareholders sold no shares to the underwriters pursuant to the over-
allotment option.)  All of the shares registered were sold, and the Company sold
a total of 2,842,500 shares at $8.50 per share, for aggregate gross proceeds of
$24,161,250.

  From February 5, 1998 through March 31, 1998, the Company incurred and paid 
underwriting discounts of $1,691,000 and other offering expenses of $1,934,000, 
resulting in total expenses of $3,625,000.  The only payments to a director, 
officer, owner of 10% or more of the Common Stock, or affiliate were to a 
company that is wholly owned by David C. Cooper, the Company's Chairman of the 
Board, totaling $55,685 for the actual operating costs associated with the 
Company's use in connection with the IPO of an aircraft owned by that company.
 
  The net proceeds to the Company from the IPO after payment of the above 
expenses were $20,535,000.  Through March 31, 1998, the Company has used 
$11,770,000 to reduce debt, $980,000 for business acquisitions, $770,000 for

                                       13

<PAGE>
fixed asset purchases and $505,000 for working capital and general corporate 
purposes.  The Company has temporarily invested the $6,510,000 balance of the 
net offering proceeds in U.S. Treasury-based mutual funds and overnight 
repurchase agreements.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES.

           None.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

           None.
 
ITEM 5.    OTHER INFORMATION.

           None.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K.

  (a)  Exhibits.

EXHIBIT        
NUMBER                                DESCRIPTION  
-------------  --------------------------------------------------------------- 
2.6            Agreement and Plan of Merger by and among the Company, Icon
               Merger Subsidiary, Inc., Icon Search and Consulting, Inc.
               (Icon"), and the shareholders of Icon named therein.

2.7            Financial Data Schedule

  (b)  On February 25, 1998, the Company filed a current report on Form 8-K
dated February 23, 1998. The Form 8-K reported under Item 5, Other Events, that
the Company had recently issued press releases describing the Company's
announced results for the fourth quarter and year ended December 31, 1997 and
the election of Paul J. Klaassen to the Company's Board of Directors. The
Company filed no other reports on Form 8-K during the quarter ended March 31,
1998.

                                       14
<PAGE>
 
                                  ACSYS, Inc.

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

                                                      ACSYS, Inc.
                                        --------------------------------------
                                                     (registrant)
 
 
     Date:  May 13, 1998                      /s/ Lester E. Gallagher, III
                                       ---------------------------------------- 
                                                Lester E. Gallagher, III
                                                Chief Financial Officer
                                       (the registrant's principal financial and
                                          chief accounting officer, who is duly
                                             authorized to sign this report)

<PAGE>
                                 EXHIBIT INDEX

Exhibit 
  No.                             Description
-------                           -----------  
 
  2.6            Agreement and Plan of Merger by and among the Company, Icon
                 Merger Subsidiary, Inc., Icon Search and Consulting, Inc.
                 ("Icon"), and the shareholders of Icon named therein.

  27             Financial Data Schedule.

                                      15