<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 JUNE 30, 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)



     75 FOURTEENTH STREET, SUITE 2200
     ATLANTA, GA                                                  30309
     -----------                                                  -----
     (Address of principal executive offices)                 (ZIP Code)



                                 404-817-9440
                                 ------------
             (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.
                                     X
                               Yes ------  No______
                                              

The number of outstanding shares of the registrant's Common Stock on August 11,
1998 was 14,415,323.

================================================================================
<PAGE>
 
                                  ACSYS, Inc.
                                        
                                        
                               TABLE OF CONTENTS
                               -----------------
                                        
<TABLE>
<CAPTION>
Item No.                                                                                                     Page
--------                                                                                                     ----
<S>                                                                                                          <C> 
            PART I  FINANCIAL INFORMATION

    1.       Condensed Consolidated Financial Statements (unaudited):
              Consolidated Results of Operations
                For the Three Months Ended June 30, 1998 and 1997....................................           3
              Consolidated Results of Operations for the Six Months
                ended June 30, 1998 and 1997.........................................................           4
              Consolidated Balance Sheets as of
                June 30, 1998 and December 31, 1997..................................................           5
              Consolidated Statements of Cash Flows
                For the Six Months Ended June 30, 1998 and 1997......................................           6
              Notes to Condensed Consolidated Financial Statements....  .............................           7
 
    2.        Management's Discussion and Analysis of Results of Operations
                And Financial Condition..............................................................          12
 
    3.        Quantitative and Qualitative Disclosures About Market Risk.............................          16
 
              PART II  OTHER INFORMATION

    1.        Legal Proceedings......................................................................          17
 
    2.        Changes in Securities and Use of Proceeds..............................................          17
 
    4.        Submission of Matters to a Vote of Security Holders....................................          18
 
    6.        Exhibits and Reports on Form 8-K.......................................................          18
</TABLE>

                                       2

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

                         ACSYS, INC. AND SUBSIDIARIES
                      CONSOLIDATED RESULTS OF OPERATIONS
                                  (Unaudited)
                   (in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                                 FOR THE THREE MONTHS ENDED JUNE 30,       
                                                                                ------------------------------------        
                                                                                   1998                       1997    
                                                                                   ----                       ----    
<S>                                                                             <C>                       <C> 
SERVICE REVENUES:
  Temporary staffing................................................            $  20,835                 $  13,498
  Permanent placement...............................................                6,546                     4,267
                                                                                  -------                   -------
     Total service revenues.........................................               27,381                    17,765

DIRECT COST OF SERVICES, consisting of payroll, payroll taxes and
  benefit costs for temporary employees.............................               14,469                     9,423 
                                                                                  -------                   -------    
     Gross profit...................................................               12,912                     8,342

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES........................               10,730                     6,848
COMBINATION EXPENSES (Note 5).......................................                1,730                     1,722
SEVERANCE AND FRANCHISE TERMINATION COSTS (Note 5)..................                  650                       170
AMORTIZATION AND DEPRECIATION.......................................                  303                       126
                                                                                  -------                   -------
     Operating loss.................................................                 (501)                     (524)
 
OTHER (INCOME) EXPENSE, NET                                                            (9)                      163
                                                                                  -------                   -------
 
LOSS BEFORE INCOME TAXES                                                             (492)                     (687)
 
INCOME TAXES (Note 3)                                                                 509                       261
                                                                                  -------                   -------
 
NET LOSS                                                                        $  (1,001)                $    (948)
                                                                                  =======                   =======
 
NET LOSS PER SHARE (Note 8)
  Basic and diluted net loss per share..............................            $  (0.07)                 $  (0.13)
                                                                                  =======                    ======
  Shares used in computing basic and diluted net income (loss) per    
   share                                                                           14,292                    10,012 
                                                                                  =======                   =======
</TABLE>


           See Notes to Condensed Consolidated Financial Statements.

                                       3
<PAGE>
 
                         ACSYS, INC. AND SUBSIDIARIES
                      CONSOLIDATED RESULTS OF OPERATIONS
                                  (Unaudited)
                   (in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                              FOR THE SIX MONTHS ENDED JUNE 30,
                                                                              ---------------------------------
                                                                               1998                         1997
                                                                               ----                         ----
<S>                                                                   <C>                             <C>
SERVICE REVENUES:
  Temporary staffing................................................  $           40,040              $     26,352    
  Permanent placement...............................................              11,757                     8,387    
                                                                                 -------                   -------    
     Total service revenues.........................................              51,797                    34,739    
DIRECT COST OF SERVICES, consisting of payroll, payroll taxes and                                                    
 benefit costs for temporary employees..............................              28,053                    18,513    
                                                                                 -------                   -------     
     Gross profit...................................................              23,744                    16,226      
                                                                                                                      
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES........................              20,535                    13,087    
COMBINATION EXPENSES  (Note 5)......................................               1,730                     1,722    
SEVERANCE AND FRANCHISE TERMINATION COSTS (Note 5)..................                 650                       170    
AMORTIZATION AND DEPRECIATION.......................................                 557                       230    
                                                                                 -------                   -------    
     Operating income...............................................                 272                     1,017    
                                                                                                                      
OTHER EXPENSE, NET                                                                    64                       380    
                                                                                 -------                   -------    
                                                                                                                      
INCOME BEFORE INCOME TAXES                                                           208                       637    
                                                                                                                      
INCOME TAXES (Note 3)                                                              3,684                       414    
                                                                                 -------                   -------    
                                                                                                                      
NET INCOME (LOSS)                                                     $           (3,476)             $        223    
                                                                                 =======                   =======    
NET LOSS PER SHARE (Note 8)                                                                                           
  Basic and diluted net loss per share..............................  $            (0.26)             $      (0.03)    
                                                                                 =======                   =======     
  Shares used in computing basic and diluted net loss                                                                 
          per share.................................................              13,575                    10,012    
                                                                                 =======                   =======      
</TABLE>

           See Notes to Condensed Consolidated Financial Statements.

                                       4
<PAGE>
 
                          ACSYS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)
                       (In thousands, except share data)
                                        
<TABLE>
<CAPTION>
                                                  ASSETS

                                                                               JUNE 30,        DECEMBER 31, 
                                                                            ----------------   ------------
                                                                                 1998              1997
                                                                            ----------------   ------------ 
<S>                                                                         <C>               <C>
CURRENT ASSETS:
Cash and cash equivalents................................................        $ 3,523            $   370
Accounts receivable, net.................................................         16,288             12,343
Prepaid expenses and other...............................................          1,323              1,455
                                                                                 -------            -------
     Total current assets................................................         21,134             14,168

PROPERTY AND EQUIPMENT, net..............................................          3,182              1,928
GOODWILL AND OTHER INTANGIBLE ASSETS, net................................         17,635             15,783
DEFERRED INITIAL PUBLIC OFFERING COSTS...................................              -              1,200
OTHER ASSETS.............................................................            125                170
                                                                                 -------            -------
     Total assets........................................................        $42,076            $33,249
                                                                                 =======            =======

                     LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Bank overdrafts........................................................        $   726            $ 1,489
  Current portion of long-term debt......................................             45                 47
  Accounts payable.......................................................          1,458                774
  Accrued liabilities....................................................          6,027              5,740
  Deferred income taxes..................................................            403              1,093
                                                                                 -------            -------
     Total current liabilities...........................................          8,659              9,143
                                                                                 -------            -------

LONG-TERM DEBT...........................................................            650             11,707
DEFERRED INCOME TAXES....................................................          2,436                  -
OTHER LONG-TERM LIABILITIES..............................................            402                377
                                                                                 -------            -------
               Total liabilities.........................................         12,147             21,227
                                                                                 -------            -------

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,
    14,253,467 and 11,191,564 shares issued and outstanding at
    June 30, 1998 and December 31, 1997, respectively....................         27,464              7,598
   Retained earnings.....................................................          2,465              3,204
                                                                                 -------            -------
     Total shareholders' equity..........................................         29,929             10,802
                                                                                 -------            -------
     Total Liabilities and Shareholder's Equity..........................        $42,076            $33,249
                                                                                 =======            =======
</TABLE>

           See Notes to Condensed Consolidated Financial Statements.


                                       5
<PAGE>
 
                          ACSYS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                 (in thousands)


<TABLE>
<CAPTION>
                                                                                   FOR THE SIX MONTHS ENDED
                                                                                   ------------------------
                                                                                           JUNE 30,
                                                                                           --------
                                                                                  1998                   1997
                                                                                  ----                   ----
<S>                                                                               <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss).....................................................          $     (3,476)          $       223
  Adjustments to reconcile net income (loss) to net cash
        provided by (used in) operating activities--
       Amortization and depreciation....................................                   509                   243
            Deferred income taxes.......................................                 2,529                     -
               Other....................................................                     -                    34
  Changes in operating assets and liabilities--
       Accounts receivable, net.........................................                (3,804)                 (664)
       Prepaid expenses and other.......................................                   151                  (253)
       Other assets.....................................................                  (148)                   15
       Accounts payable.................................................                   720                   (69)
       Accrued liabilities and other....................................                 1,192                 2,610
       Other long-term liabilities......................................                    65                     -
                                                                                      --------               -------
        Net cash provided by (used in) operating activities.............                (2,262)                2,139
                                                                                      --------               -------
 
CASH FLOWS FROM INVESTING ACTIVITIES:
        Net cash paid for acquisition...................................                  (959)                    -
  Capital expenditures..................................................                (1,479)                 (253)
                                                                                      --------               -------
        Net cash used in investing activities...........................                (2,438)                 (253)
                                                                                      --------               -------
 
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from initial public offering, net of expenses............                20,199                     -
           Changes in bank overdrafts...................................                  (764)                 (103)
  (Borrowings) repayments of long-term debt.............................               (11,064)                  337
  Distributions to shareholders.........................................                  (545)                 (691)
  Deferred financing costs                                                                 (45)                    -
        Proceeds from exercise of employee stock options................                    72                     -
  Repayment of notes payable to shareholders............................                     -                  (150)
  Net repayments on lines of credit.....................................                     -                (1,108)
  Changes in restricted cash                                                                 -                   116
                                                                                      --------               -------
       Net cash provided by (used in) financing activities..............                 7,853                (1,599)
                                                                                      --------               -------
NET INCREASE IN CASH AND CASH
 EQUIVALENTS............................................................                 3,153                   287
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD..........................                   370                 1,102
                                                                                      --------               -------
CASH AND CASH EQUIVALENTS, END OF PERIOD................................          $      3,523           $     1,389
                                                                                      ========               =======
</TABLE>

           See Notes to Condensed Consolidated Financial Statements.

                                       6
<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 firms in the United States.

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., AcSys Resources, Inc. and ICON Search
and Consulting, Inc. ("ICON") in July 1997, September 1997, and May 1998
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.

The Company currently operates 40 offices serving the Atlanta, Charlotte,
Chicago, Dallas/Fort Worth, Des Moines, Denver, Central New Jersey, Houston,
Kansas City, New York, Orlando, Philadelphia, Phoenix, Richmond, San Antonio,
San Francisco, Tampa and Washington, D.C. metropolitan markets.  See Note 5
below for certain information regarding acquisitions made after June 30, 1998.

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

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.

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 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.

                                       7
<PAGE>
 
                          ACSYS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
--------------------------------------------------------------------------------

4.  DEBT

<TABLE>
<CAPTION>
                                                                                      June 30,          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                                     1,066             1,116
      Other....................................................................                   8                10
                                                                                             ------           -------
                                                                                              1,074            12,176
      Less--Unamortized discount...............................................                (379)             (422)
                                                                                             ------           -------
                                                                                                695            11,754
      Less--Current portion....................................................                 (45)              (47)
                                                                                             ------           -------
                                                                                             $  650           $11,707
                                                                                             ======           =======
</TABLE>

On June 29, 1998, the Company amended its Revolving Credit Facility (the "Credit
Facility"), increasing the amount available to be borrowed from $15.0 million to
$25.0 million and extending its maturity date from May 31, 2000 to June 30,
2002. In August 1998, in connection with the acquisition of Staffing Edge, Inc.
(see Note 5), the Company amended its Credit Facility, increasing the amount
available to be borrowed from $25.0 million to $40.0 million through January 1,
1999, after which availability under the Credit Facility will be reduced to
$25.0 million. As of August 10, 1998, the Company had borrowed approximately
$32.0 million under the credit facility. See Note 5 below. 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 0.50% plus a margin
which ranges up to 0.50%; or (B) at LIBOR plus a margin, which ranges from 1.00%
to 2.00%. 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.  MERGER AND ACQUISITIONS

On March 31, 1998 the Company acquired all of the outstanding capital stock of
TGS Resource Group, Inc. ("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. The results of
operations of Don Richard of Richmond are included from the date of acquisition
only.

On May 22, 1998, the Company acquired all of the equity interests in ICON, an
Atlanta-based information technology staffing company, in a stock-for-stock
merger.  As noted above, this transaction has qualified as a pooling of
interests for accounting purposes and as a tax-free reorganization.  Under the
terms of the merger agreement, ICON shareholders received 2,820,360 shares of
Common Stock in exchange for all of the equity interests in ICON. In connection
with the merger, the Company recorded a charge for combination expenses of
$1,730,000 in the three and six months ended June 30, 1998, including investment
banking, legal and accounting fees, and other transaction costs associated with
the merger. In connection with the merger the Company relocated its corporate
offices. The Company recorded a charge of $650,000 during the three and six
months ended June 30, 1998 consisting principally of severance obligations as a
result of such relocation.

The Company recorded a charge of $170,000 during the three and six months ended
June 30, 1997 in connection with a termination payment pursuant to the terms of
a franchise agreement.


                                       8
<PAGE>
 
                          ACSYS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
--------------------------------------------------------------------------------
                                        

Subsequent to the end of the quarter, on July 1, 1998, the Company acquired all
of the equity interests of KPD Systems, Inc ("KPD"), an information technology
staffing firm located on Long Island, New York.  The Company will account for
this transaction under the purchase method of accounting.  The results of
operations for KPD will be reflected in the Company's results of operation
beginning July 1, 1998.

Subsequent to the end of the quarter, on August 4, 1998, the Company acquired
all of the equity interests in Staffing Edge, Inc. ("Staffing Edge") a specialty
professional staffing firm. The Company will account for this transaction under
the purchase method of accounting. The results of operations for Staffing Edge
will be reflected in the Company's results of operation beginning August 4,
1998.


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 plaintiffs 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 plaintiffs were 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 plaintiffs assert 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 plaintiffs seek to recover $27,000 allegedly due to the
plaintiffs, their alleged portion of Mr. Tutwiler's shares of Common Stock, and
compensatory and other damages.  The plaintiffs also seek an accounting and
employment by the Company.  The court has ordered the plaintiffs and Mr.
Tutwiler to arbitrate the allegations in the lawsuit, which relate to their
dispute, and has stayed the litigation of plaintiffs' claims against Cama and
the Company, pending resolution of the arbitration between Mr. Tutwiler and
plaintiffs.  The plaintiffs have filed an appeal of the order requiring them to
arbitrate the claims against Mr. Tutwiler.  In the event the claims against the
Company and Cama proceed, the Company intends to vigorously defend against those
claims.  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 six months ended June 30, 1998 and 1997, the Company paid $244,000
and $474,000, respectively, of interest expense.

During the six month ended June 30, 1998 and 1997, the Company paid $1,178,000
and $0 respectively, of income tax expense.

                                       9
<PAGE>
 
                          ACSYS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
--------------------------------------------------------------------------------
                                        

8.  NET INCOME (LOSS) PER SHARE

The Company calculates net income (loss) per share under the provisions of
Statement of Financial Accounting Standards 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 and six months
ended June 30, 1997, the average number of shares outstanding excludes the
redeemable common shares, as the accretion on the redeemable common stock of
$334,000 and $478,000 is deducted in arriving at historical and pro forma net
loss available to common shareholders.

9.  PRO FORMA FINANCIAL INFORMATION

In addition to the business combinations that have been accounted for under the
pooling of interest method, as described above, the Company has completed two
acquisitions which have been accounted for under the purchase method of
accounting:  (i) ACSYS Resources, Inc. (prior to its acquisition by the Company)
acquired C.P.A. Search, Inc. and Career Placement Associates Inc. (together
"C.P.A. Staffing") on August 12, 1997, and (ii) the Company acquired Don Richard
Associates of Richmond on March 31, 1998.   The results of operations of these
acquired companies are included from their respective date of acquisition.

The following unaudited pro forma consolidated results of operations assume that
the above purchases occurred on January 1, 1997.  Additionally, these pro forma
results reflect (i) an adjustment to officer and employee compensation based
upon employment agreements entered into upon the closing of certain of the
Company's acquisitions (ii) the elimination of combination costs discussed in
Note 7 above.  Additionally, these adjustments reflect income tax expense at the
Company's current effective tax rate;  prior to February 5, 1998, the Company
was an S corporation and not subject to income taxes.

<TABLE>
<CAPTION>
                                              THREE MONTHS ENDED JUNE 30,                 SIX MONTHS ENDED JUNE 30,
                                               1998                1997                    1998              1997
                                               -----               ----                    ----              ---- 
<S>                                           <C>                  <C>                    <C>                <C>
                                                                   (IN THOUSANDS)
Revenue                                       $27,381           $20,208                   $52,350             $39,252
Net Income                                      1,071             1,319                     1,981               2,149
Basic earnings per share                      $  0.07           $  0.12                   $  0.15             $  0.19
Diluted earnings per share                    $  0.07           $  0.11                   $  0.14             $  0.19
</TABLE>


10.  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
or six months ended June 30, 1998 or of accounts receivable as of June 30, 1998.


11.  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 that 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

                                        

                                       10
<PAGE>
 
                          ACSYS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
--------------------------------------------------------------------------------
                                        

June 30, 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 standard.

In June 1997, the FASB issued Statement No. 131, "Disclosure About Segments of
an Enterprise and Related Information" ("SFAS  No. 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 No. 131 will not have a material effect on the
Company's financial statements.

                                       11
<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.

<TABLE>
<CAPTION>
RESULTS OF OPERATIONS
---------------------
                                                  THREE MONTHS ENDED                      SIX MONTHS ENDED
------------------------------------------------------------------------------------------------------------
                                                JUNE 30,      JUNE 30,               JUNE 30,      JUNE 30,
                                                 1998          1997                    1998         1997
------------------------------------------------------------------------------------------------------------
<S>                                             <C>           <C>                    <C>           <C>
Service revenues:
 Temporary staffing                             $20,835       $13,498                 $40,040       $26,352
 Permanent placement                              6,546         4,267                  11,757         8,387
                                                -------       -------                 -------       -------
  Total service revenues                         27,381        17,765                  51,797        34,739   
                                                                                                        
Direct cost of services                          14,469         9,423                  28,053        18,513 
                                                -------       -------                 -------       -------  
  Gross profit                                   12,912         8,342                  23,744        16,226  
                                                                                                             
Selling, general & administrative expenses       10,730         6,848                  20,535        13,087  
Combination expenses                              1,730         1,722                   1,730         1,722  
Severance and franchise termination costs           650           170                     650           170  
Amortization and depreciation                       303           126                     557           230  
                                                -------       -------                 -------       -------  
 Operating income (loss)                           (501)         (524)                    272         1,017  
                                                                                                             
 Other (income) expense                              (9)          163                      64           380  
                                                -------       -------                 -------       -------  
 Income (loss) before income taxes                 (492)         (687)                    208           637  
 Income taxes                                       509           261                   3,684           414  
                                                -------       -------                 -------       -------  
   Net income (loss)                            $(1,001)      $  (948)                $(3,476)      $   223  
                                                =======       =======                 =======       =======   
</TABLE>

HISTORICAL RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO
HISTORICAL RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 1997

Service Revenues.  Total service revenues increased $9.6 million, or 54.1%, to
$27.4 million for the three months ended June 30, 1998 from $17.8 million for
the corresponding period in 1997.  Temporary staffing service revenues increased
$7.3 million, or 54.4%, to $20.8 million for the three months ended June 30,
1998 as compared to $13.5 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 growth of IT contract staffing, the
March 31, 1998 acquisition of Don Richard Associates of Richmond, and the
introduction of AcSys Business Consulting services in the second half of 1997.
Also contributing to the increase were higher bill rates and increased revenues
from offices opened in the fourth quarter of 1997.  Permanent placement service
revenues increased $2.3 million, or 53.4%, to $6.5 million for the three months
ended June 30, 1998 from $4.3 million for the corresponding period in 1997.
Permanent placement service revenues increased 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.

                                       12
<PAGE>
 
  Gross Profit.  Gross profit increased $4.6 million, or 54.8%, to $12.9 million
for the three months ended June 30, 1998 from $8.3 million for 1997.  Gross
profit as a percentage of service revenues remained stable at 47.2% for the
second quarter of 1998 compared to 47.0% for the second quarter of 1997.

  Selling, General and Administrative Expenses.  Selling, general and
administrative expenses increased $3.9 million, or 56.7%, to $10.7 million for
the three months ended June 30, 1998 from $6.8 million for the three months
ended June 30, 1997.  As a percentage of revenues, selling, general and
administrative expenses were 39.2% for the three months ended June 30, 1998
compared with 38.5% for the corresponding period in 1997.  This increase as a
percentage of revenues is primarily attributable to: 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, and additional infrastructure expenses associated with operating as a
public company.

  Combination Expenses.  Combination expenses for the three months ended June
30, 1998 and the three months ended June 30, 1997 were $1.7 million for both
periods presented.  These expenses included transaction costs of the Company's
mergers, including investment banking, legal accounting and other fees.

   Severance and Franchise Termination Costs.  The Company recorded a charge of
$650,000 during the three months ended June 30, 1998 consisting principally of
severance resulting from the decision to consolidate its corporate offices in
Atlanta, Georgia.  For the corresponding period in 1997, the Company recorded a
charge of $170,000 related to the termination of a franchise agreement.

  Amortization and Depreciation.  Amortization and depreciation for the three
months ended June 30, 1998 increased $177,000 from the corresponding period of
1997.  Amortization and depreciation for the three months ended June 30, 1998
included goodwill amortization expense as a result of the C.P.A. Staffing
acquisition in August 1997 and the Don Richard of Richmond acquisition in March
1998. Depreciation expense also increased as a result of capital expenditures in
1997 and 1998.
 
  Other (Income) Expense. For the three months ended June 30, 1998, the Company
recorded other income of $9,000 consisting principally of interest income on the
Company's investable assets, net of interest expense on certain noncompete and
severance arrangements. For the three months ended June 30, 1997, the Company
recorded other expense of $163,000 consisting principally of interest expense on
the Company's Revolving Credit Facility. In February 1998, the Company repaid
the amount outstanding under this Credit Facility with part of the proceeds of
the IPO.

  Income Tax Expense.  For the three months ended June 30, 1998, the Company
recognized income tax expense of $509,000 on a pre-tax loss of $492,000
reflecting the nondeductiblity for federal income tax purposes of combination
expenses.  Excluding these nondeductible expenses, the Company's effective tax
rate was approximately 41%, based upon historical operating results.   Prior to
February 5, 1998, the Company was an S corporation and not subject to income
taxes; for 1997, the income tax provision relates exclusively to ICON, which for
federal income tax purposes was a C corporation subject to corporate income
taxes.

  Net Income.  On an historical basis, the Company recognized a net loss and a
net loss per share of $1.0 million and $0.07 per share respectively for the
three months ended June 30, 1998 compared to a net loss and a net loss per share
of $900,000 and $0.13 per share for the corresponding period of 1997. On a pro
forma basis, assuming that CPA Staffing and Don Richard Associates of Richmond
were acquired on January 1, 1997, (ii) reductions in salaries that owners of
certain acquired entities have agreed to in conjunction with the acquisitions
discussed above, (iii) the elimination of combination costs and (iv) adjustment
to income tax expense to reflect income tax expense at the Company's then
current effective tax rate, the Company would have recognized net income and a
net income per diluted share of $1.1 million and $0.07 per share respectively
for the three months ended June 30, 1998 compared to net income and net income
per share of $1.3 million and $0.11 per share for the corresponding period of
1997. The calculation of the net loss per share for the three months ended June
30, 1997 reflects a charge for the accretion of the redeemable shares of
$334,000. Further, excluding the Company's severance charge, the Company's pro
forma net income and net income per share would be $1.4 million and $0.10 per
share, respectively for the three months ended June 30, 1998.

                                       13
<PAGE>
 
HISTORICAL RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO HISTORICAL
RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 1997

  Service Revenues.  Total service revenues increased $17.1 million, or 49.1%,
to $51.8 million for the six months ended June 30, 1998 from $34.7 for the
corresponding period in 1997. Temporary staffing service revenues increased
$13.7 million, or 51.9%, to $40.0 million for the six months ended June 30, 1998
as compared to $26.4 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 growth of IT contract staffing, the
March 31, 1998 acquisition of Don Richard Associates of Richmond, and the
introduction of AcSys Business Consulting services in the second half of 1997.
Also contributing to the increase were increased bill rates and increased
revenues from offices opened in the fourth quarter of 1997. Permanent placement
service revenues increased $3.4 million, or 40.2%, to $11.8 million for the six
months ended June 30, 1998 from $8.4 million for 1997. Permanent placement
service revenues increased 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 $7.5 million, or 46.3%, to $23.7 million
for the six months ended June 30, 1998 from $16.2 million for 1997. Gross profit
as a percentage of service revenues for the six months ended June 30, 1998
remained stable at 45.8% of revenues compared to 46.7% of revenues for 1997.

  Selling, General and Administrative Expenses.  Selling, general and
administrative expenses increased $7.4 million, or 56.9%, to $20.5 million for
the six months ended June 30, 1998 from $13.1 million for the six months ended
June 30, 1997. As a percentage of revenues, selling, general and administrative
expenses were 39.6% for the six months ended June 30, 1998 compared with 37.7%
for the corresponding period in 1997. This increase as a percentage of revenues
is primarily attributable to: 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, and additional
infrastructure expenses associated with operating as a public company.

  Combination Expenses.  Combination expenses for the six months ended June 30,
1998 and the six months ended June 30, 1997 were $1.7 million for both periods
presented. These expenses included transaction costs of the Company's mergers,
including investment banking, legal and accounting and other fees.

  Severance and Franchise Termination Costs. The Company recorded a charge of
$650,000 during the six months ended June 30, 1998 consisting principally of
severance obligations resulting from the decision to consolidate its corporate
offices in Atlanta. For the corresponding period in 1997, the Company recorded a
charge of $170,000 related to the termination of a franchise agreement.

  Amortization and Depreciation.  Amortization and depreciation for the six
months ended June 30, 1998 increased $300,000 from the corresponding period of
1997. Amortization and depreciation for the six months ended June 30, 1998
includes goodwill amortization expense as a result of the C.P.A. Staffing
acquisition in August 1997, and the Don Richard Associates of Richmond
acquisition in March 1998. Depreciation expense also increased as a result of
capital expenditures in 1997 and 1998.

  Other (Income) Expense. For the six months ended June 30, 1998, the Company
recorded other expense of $64,000, consisting principally of interest income on
the Company's investable assets, net of interest expense on borrowings on the
Company's Credit Facility prior to completion the Company's IPO, interest on
noncompete and severance arrangements. For the six months ended June 30, 1997,
the Company recorded net expense of $380,000 consisting principally of interest
expense on the Company's Revolving Credit Facility. In February 1998, the
Company repaid the amount outstanding under this 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 in the six months ended
June 30, 1998 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 purposes. The Company will pay the deferred
tax liability over a

                                       14
<PAGE>
 
four-year period. For 1997, the income tax provision relates exclusively to
ICON, which for federal income tax purposes was a C corporation subject to
corporate income taxes.

  Net Income.  On an historical basis, the Company recognized a net loss and a
net loss per share $3.5 million and $0.26 per share, respectively, for the six
months ended June 30, 1998 compared to net income and net income per share of
$200,000 and $0.03 per share for the corresponding period of 1997. On a pro
forma basis, giving effect to the acquisition of CPA Staffing and Don Richard
Associates of Richmond as of January 1, 1997, (ii) adjustment to officer and
employee compensation based upon employment agreements entered into upon the
closing of certain of the Company's acquisitions, (iii) the elimination of
combination costs and (iv) adjustment to income tax expense to reflect income
tax expense at the Company's then current effective tax rate, the Company would
have recognized net income and a net income per diluted share of $2.0 million
and $0.14 per share for the six months ended June 30, 1998 compared to net
income and net loss per share of $2.1 million and $0.19 per share, respectively
for the corresponding period of 1997. The calculation of the net loss per share
for the six months ended June 30, 1997 reflects a charge for the accretion of
the redeemable shares of $478,000. If the Company's severance charge is
excluded, the Company's pro forma net income and net income per share would be
$2.4 million and $0.17 per share, respectively for the six months ended June 30,
1998.

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

  Net cash used for operating activities was $2.3 million in the six months
ended June 30, 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 $2.1 million, principally due to increases
in accrued expenses and other liabilities.

  Net cash used in investing activities during the six months ended June 30,
1998 was $2.4 million. Included in cash used for investing activities was
$959,000 (net of cash acquired) paid in connection with an acquisition and $1.5
million 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.

  Net cash provided by financing activities was $7.9 million in the six months
ended June 30, 1998. Upon completion of its IPO, the Company raised $20.2
million net of expenses paid. The Company used approximately $11.1 million to
repay its then current borrowings under its Credit Facility. Net cash used in
financing activities was $1.6 million for the six months ended June 30, 1997 and
was primarily attributable to net repayments of long-term debt and distributions
to shareholders.

  At June 30, 1998 the Company had working capital of $12.5 million, including
cash and cash equivalents of $3.5 million. Subsequent to June 30, 1998, the
Company completed the acquisitions of KPD Systems, Inc. and Staffing Edge, Inc.
The aggregate purchase price of these acquisitions included cash payments and
assumption of debts of approximately $33.4 million in the aggregate. These 
payments were funded through a combination of borrowings under the Credit

                                       15
<PAGE>
 
Facility, and cash on hand at June 30, 1998. As a result of these acquisitions,
at August 10, 1998 the outstanding balance under the Credit Facility was 
approximately $32.0 million.

  As discussed above, the amount available under the Credit Facility will be
reduced to $25.0 million on January 1, 1999.  The Company anticipates that it
will finance this debt reduction through a combination of debt or equity
offerings, or syndication or renegotiation of amounts available under the Credit
Facility.

  While there can be no assurance, and with the exception of amounts required to
make the above referenced debt reduction payment, the Company believes that the 
funds currently available on hand, funds to be provided by operations and funds 
available under the Credit Facility will be sufficient to meet the Company's 
anticipated needs for working capital for the next twelve months. The Company's 
estimate of the time that funds currently on hand, funds provided by operations 
and funds available under the Credit Facility will be sufficient to meet the 
Company's working capital needs is a forward-looking statement that is subject 
to risks and uncertainties. Actual results and working capital needs could 
differ materially from those estimated due to a number of factors, including the
use of funds to fund acquisitions. In addition, acquisitions may require 
additional debt and equity financing.

YEAR 2000 COMPUTER ISSUES
-------------------------

  The year 2000 issue refers to the problems resulting from many existing
computer software programs, hardware and operating systems that use only two
digits rather than four to define the applicable year in a date field.  These
programs were designed and developed without considering the impact of the
upcoming change in the century.  If not corrected, many computer applications
could fail or create erroneous results by or at the Year 2000.

  The Company uses various software packages in conducting and accounting for
its temporary staffing, permanent placement and general accounting operations.
These packages, among other things, track and accumulate temporary staff time
and client billings, process staff payroll, and produce financial statements and
other financial data.  The Company uses software packages and hardware in
certain locations that may not be Year 2000 compliant.

  The Company is implementing integrated staffing and accounting software
packages.  The company has the option either to purchase New Year 2000 compliant
software from outside vendors or implement existing in-house Year 2000 compliant
software, or to combine both approaches.  The Company expects that its
information systems integration efforts will enable it to be fully Year 2000
compliant, although the Company cannot guarantee that software represented by
vendors to be Year 2000 compliant will in fact be compliant.

  Further the Company uses third party payroll processing companies.  Although
the Company expects that such companies will be Year 2000 compliant, no
assurances can be given in that regard.  In pursuing its acquisition strategy
the Company could acquire an entity that is not Year 2000 compliant.  Depending
on the size of the entity acquired, noncompliance could negatively affect the
Company's results of operations.



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.

                                       16
<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 June 30, 1998.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

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

  On March 31, 1998, the Company entered into an Agreement and Plan of Merger by
and among the Company, Icon Merger Subsidiary, Inc., Icon Search & Consulting,
Inc. ("ICON") and the four shareholders of Icon Search & Consulting, Inc. named
therein (the "Merger Agreement").  Pursuant to the Merger Agreement, on May 22,
1998, the Company acquired all of the equity interest of ICON in exchange for
2,820,360 shares of the Company's Common Stock.  The Company issued securities
to the ICON shareholders in reliance on the exemptions from registration under
the Securities Act contained in Section 4(2) of the Securities Act and
Regulation D promulgated thereunder.  The ICON shareholders represented their
intention to acquire the Common Stock 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.  A copy of the Merger Agreement was
provided as Exhibit 2.6 to the Company's quarterly report on Form 10-Q filed for
the quarter ended March 31, 1998.


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.  From February 5,
1998 through June 30, 1998, the Company incurred and paid underwriting discounts
of $1,691,000 and other offering expenses of $2,300,000, resulting in total
expenses of $3,991,000.

  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 $71,962 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 $20.2 million.  Through June 30, 1998, the Company has used $11.8
million to reduce debt, $980,000 for business acquisitions, $1.5 million for
fixed asset purchases and $2.4 million for working capital and general corporate
purposes.  The Company has temporarily invested the $3.5 million balance of the
net offering proceeds in U.S. Treasury-based mutual funds and overnight
repurchase agreements.


                                       17
<PAGE>
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

  At the Company's Annual Meeting of Shareholders on May 29, 1998, the
shareholders elected the following slate of nominees for election as director,
with votes cast as follows (with no broker non-votes or abstentions):

NOMINEE                                     VOTES FOR         VOTES WITHHELD
 
David C. Cooper                             7,567,846             585,005
Timothy Mann, Jr.                           7,567,846             585,005
Edward S. Baumstein                         7,567,846             585,005
Beth Monroe-Chase                           7,456,578             696,273
Harry J. Sauer                              7,456,578             696,273
John Ficquette                              7,214,932             937,919
William Porter Payne                        7,567,846             585,005
Barry M. Abelson                            7,567,846             585,005
Paul J. Klaassen                            7,567,846             585,005

  Pursuant to the ICON Merger Agreement the Board of Directors appointed Robert
M. Kwatnez a director.
 
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits.


EXHIBIT                                                   
 NUMBER                                                  DESCRIPTION
-------                                                  -----------

10.13.1        Amendment No. 1 to Credit Agreement dated June 29, 1998 by and
               among the Company, NationsBank, National Association as Lender,
               and NationsBank, National Association as Agent for the Lenders.
               
10.12.1        Registration Rights Joinder Agreement dated May 22, 1998 by and
               among the Company and certain holders of the capital stock of the
               Company.
               
10.18          Employment Agreement between the Company and Robert M. Kwatnez
               dated as of March 31, 1998 and effective on May 22, 1998.
               
10.19          Non-Solicitation and Non-Competition Agreement between the
               Company and Robert M. Kwatnez dated as of March 31, 1998 and
               effective on May 22, 1998.
               
27             Financial Data Schedule.


     (b)  On April 9, 1998, the Company filed a current report on Form 8-K dated
March 31, 1998. The Form 8-K reported under Item 5, Other Events, that the
Company entered into an Agreement and Plan of Merger for the acquisition of ICON
in a stock-for-stock transaction and that the Company entered into an Agreement
and Plan of Merger to acquire Don Richard of Richmond. On June 5, 1998, the
Company filed a current report on Form 8-K dated May 22, 1998. The Form 8-K
reported under Item 2, Acquisition or Disposition of Assets, that the Company
had acquired all of the equity interests of ICON in a stock-for-stock merger
transaction that qualified as a pooling of interests for accounting purposes and
qualified as a tax-free reorganization. The Company filed an amended Form 8-K
providing the required financial statements on August 5, 1998. The Company filed
no other reports on Form 8-K during the quarter ended June 30, 1998.

                                       18
<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:  August 12, 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)

                                       19
<PAGE>
 
                                 EXHIBIT INDEX
                                        
EXHIBIT                                                   
NUMBER                                      DESCRIPTION      
-------                                     -----------
 
10.13.1        Amendment No. 1 to Credit Agreement dated June 29, 1998 by and
               among the Company, NationsBank, National Association as Lender,
               and NationsBank, National Association as Agent for the Lenders.
               
10.12.1        Registration Rights Joinder Agreement dated May 22, 1998 by and
               among the Company and certain holders of the capital stock of the
               Company.
               
10.18          Employment Agreement between the Company and Robert M. Kwatnez
               dated as of March 31, 1998 and effective on May 22, 1998.
               
10.19          Non-Solicitation and Non-Competition Agreement between the
               Company and Robert M. Kwatnez dated as of March 31, 1998 and
               effective on May 22, 1998.
               
27             Financial Data Schedule.