SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                AMENDMENT NO. 2

                                       TO

                                   FORM 10-QSB

[X]      QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934

         For the quarterly period ended December 31, 2000

         OR

[ ]      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from               to

         Commission file number 333-41389

                             GLOBAL SOURCES LIMITED
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


                DELAWARE                                  13-402064
              ------------                                ---------
      (State of other jurisdiction of                (I.R.S. Employer
      incorporation or organization)                  Identification No.)

                      1055 Parsippany Boulevard, Suite 106,
                          Parsippany, New Jersey 07054
                    ----------------------------------------
                    (Address of principal executive offices)


                                (973) 316-0399
                    ----------------------------------------
                (Issuer's Telephone Number, Including Area Code)

                                Not Applicable
                    ----------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

      Check  whether the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 ____


      State the number of shares  outstanding of each of the issuer's classes of
common equity as of the latest  practicable date: Common Stock,  $.001 par value
per share - 10,926,999 shares outstanding as of June 8, 2001.

         Transitional Small Business Disclosure Format:

Yes ____  No    X

--------------------------------------------------------------------------------
                                                                          Page 1

<PAGE>

                             GLOBAL SOURCES LIMITED

                                      INDEX
<TABLE>
<CAPTION>
<S>                                                                                              <C>

PART I.      FINANCIAL INFORMATION

Item 1.      Condensed Consolidated Financial Statements

             Condensed Consolidated Balance Sheet as of December 31, 2000 (unaudited)             3-4

             Condensed Consolidated Statements of Operations (unaudited) for the
             six months ended December 31, 2000 and December 31, 1999                               5

             Condensed Consolidated Statements of Operations (unaudited) for the
             three months ended December 31, 2000 and December 31, 1999                             6

             Condensed Consolidated Statement of Cash Flows (unaudited) for the
             six months ended December 31, 2000 and December 31, 1999.                              7

             Notes to Consolidated Financial Statements                                          8-14

Item 2.      Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                                          15-16

PART II.     OTHER INFORMATION

Item 1.      Legal Proceedings                                                                     17

Item 2.      Changes in Securities and Use of Proceeds                                             17

Item 4.      Submission of Matters to A Vote of Security Holders                                   17

Item 6.      Exhibits and Reports of Form 8-K                                                      17

SIGNATURE
</TABLE>

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                                                                          Page 2
<PAGE>

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                     GLOBAL SOURCES LIMITED AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET




                                                                    December 31,
                                                                        2000
                                                                    ------------
                                                                    (unaudited)
                                                                     (Restated)
ASSETS

CURRENT ASSETS:

Cash and cash equivalents                                            $   40,975

Accounts receivable, trade, net of allowance for doubtful accounts       92,396
 of $0 at December 31, 2000

Advances to Company officers                                            106,842

Prepaid expenses and other current assets                                26,913
                                                                     ----------

             TOTAL CURRENT ASSETS                                       267,126
                                                                     ----------


Property and equipment, net                                              11,274

Intangibles, net of accumulated amortization of $595,488
     at December 31, 2000                                             1,842,752
                                                                     ----------

             TOTAL                                                    2,121,152
                                                                     ==========


   The accompanying  notes are an integral part of these condensed  consolidated
   interim financial statements.

--------------------------------------------------------------------------------
                                                                          Page 3

<PAGE>

                     GLOBAL SOURCES LIMITED AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                               December 31,
                                                                                  2000
                                                                              --------------
                                                                                (unaudited)
                                                                                (Restated)
<S>                                                                             <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable and accrued expenses                                           $ 1,161,770

Other liabilities                                                                    56,929
Deferred revenue                                                                    100,332

Loans payable                                                                       375,000
                                                                                -----------

             TOTAL CURRENT LIABILITIES                                            1,694,031
                                                                                -----------



REDEEMABLE COMMON STOCK, 400,000 shares at liquidation value                        300,000
                                                                                -----------

STOCKHOLDERS' EQUITY:

Preferred stock,  $.01 par value, 10,000,000 shares authorized,
designated Series A, no shares issued at March 31, 2001                                  --

Preferred  stock,  $.001 par value,  20,000,000  shares  authorized,  designated
Series B, no shares issued and outstanding at
March 31, 2001                                                                           --

Common stock, $.001 par value, 50,000,000 shares authorized,
10,966,999 shares issued and outstanding at December 31, 2000                        10,522

Additional paid in capital                                                        8,357,482

Less: prepaid employee compensation                                                (870,000)

Accumulated deficit                                                              (7,370,883)
                                                                                -----------

             TOTAL STOCKHOLDERS' EQUITY                                             127,121
                                                                                -----------

             Total                                                                2,121,152
                                                                                ===========
</TABLE>



   The accompanying  notes are an integral part of these condensed  consolidated
   interim financial statements.

--------------------------------------------------------------------------------
                                                                          Page 4

<PAGE>

                    GLOBAL SOURCES LIMITED AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                          SIX MONTHS     SIX MONTHS
                                                                            ENDED          ENDED
                                                                          December        December
                                                                          31, 2000        31, 1999
                                                                         (Restated)      (Restated)
                                                                        ------------    ------------

<S>                                                                     <C>             <C>
REVENUE                                                                 $    686,222    $    202,636
                                                                        ------------    ------------
OPERATING EXPENSES:

             Payroll expenses                                                255,346       1,989,584

             General and administrative expenses                             534,482         870,895

             Depreciation, amortization                                    1,337,342           9,504
             and impairment of goodwill
                                                                        ------------    ------------

                        Total operating expenses                           2,127,170       2,869,983
                                                                        ------------    ------------

                        Operating loss                                    (1,440,948)     (2,667,347)
                                                                        ------------    ------------

NON-OPERATING INCOME (EXPENSE):

             Interest income                                                     --              718

             Interest expense                                                (22,586)        (30,986)
                                                                        ------------    ------------

                        Net non-operating loss                               (22,586)        (30,268)
                                                                        ------------    ------------


Net loss                                                                  (1,463,534)     (2,697,615)
Deduct: Imputed non-cash preferred stock dividend                            105,000              --
                                                                        ------------    ------------

Net loss attributable to common stockholders                              (1,568,534)     (2,697,615)
                                                                        ============    ============

Basic and diluted net loss per common share                             ($.16)                 ($.57)
                                                                        ============    ============

Weighted average common shares outstanding                                 9,696,749       4,731,494
                                                                        ============    ============
</TABLE>

   The accompanying  notes are an integral part of these condensed  consolidated
   interim financial statements.
--------------------------------------------------------------------------------
                                                                          Page 5

<PAGE>

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         THREE MONTHS    THREE MONTHS
                                                                            ENDED          ENDED
                                                                           December       December
                                                                           31, 2000       31, 1999
                                                                          (Restated)     (Restated)
                                                                        ------------    ------------

<S>                                                                     <C>             <C>
REVENUE                                                                 $    384,531    $    202,636
                                                                        ------------    ------------
OPERATING EXPENSES:

             Payroll expenses                                                150,262       1,799,530

             General and administrative expenses                             344,894         747,608

             Depreciation, amortization and
             impairment of goodwill                                          146,496          9,504
                                                                        ------------    ------------

                        Total operating expenses                             641,652       2,556,642
                                                                        ------------    ------------

                        Operating loss                                      (257,121)     (2,354,006)
                                                                        ------------    ------------

NON-OPERATING INCOME (EXPENSE):

             Interest income                                                      --             718

             Interest expense                                                (12,402)        (26,308)
                                                                        ------------    ------------

Net non-operating loss                                                       (12,402)       (25,590)
                                                                        ------------    ------------

Net loss before income tax provision                                        (269,523)    (2,379,596)
                                                                        ------------    ------------

PROVISION FOR INCOME TAXES                                                        --              --
                                                                        ------------    ------------

                        Net loss                                            (269,523)     (2,379,596)
                                                                        ============    ============

Basic and diluted net loss per common share                             $       (.03)   $       (.51)
                                                                        ============    ============

Weighted average common shares outstanding                                10,521,521       4,658,509
                                                                        ============    ============

</TABLE>

   The accompanying  notes are an integral part of these condensed  consolidated
   interim financial statements.
--------------------------------------------------------------------------------
                                                                          Page 6

<PAGE>

                             GLOBAL SOURCES LIMITED

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                      SIX             SIX
                                                                                     MONTHS          MONTHS
                                                                                      ENDED           ENDED
                                                                                   DECEMBER 31,     DECEMBER 31,
                                                                                     2000             1999
                                                                                  (Restated)       (Restated)
                                                                                 -------------    -------------
<S>                                                                              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net Loss                                                                       $(1,463,534)     $(2,697,615)
  Adjustments to reconcile net loss to net cash used by operating activities:
     Depreciation and amortization                                                   294,631            9,504
     Amortization of prepaid employee compensation                                   186,000           18,000
     Officers and directors capital contributions                                         --        1,901,190
     Officers and directors deemed compensation                                      100,000               --
     Common stock issued for services                                                     --          201,100
     Impairment of Goodwill                                                          645,000               --
     Changes in assets and liabilities:
       Trade and other receivables                                                   292,766          (87,098)
       Prepaid expenses and other assets                                               8,257         (127,822)
       Accounts payable and accrued expenses                                        (808,904)          54,851
       Other liabilities                                                                  --          192,164
       Deferred revenue                                                             (209,830)              --
                                                                                 -----------      -----------
               Net cash used by operating activities                                (955,614)        (535,726)


CASH FLOWS FROM INVESTING ACTIVITIES
  Net cash received in merger                                                             --           43,673
  Net cash received in acquisitions                                                       --           22,522
  Purchases of property and equipment                                                     --          (51,219)
                                                                                 ------------     -----------
               Net cash provided by investing activities                                  --           14,976




CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds - notes payable and line of credit                                             --          220,000
  Repayments - notes payable and line of credit                                           --          (50,000)
  Stock sold to investors                                                            681,677               --
  Repayment of debt to former Company Officer                                        (16,000)              --
  Advances and repayments - Company officers                                          67,826          (77,890)
  Redeemable Stock                                                                   195,000               --
  Subscribed Stock                                                                     3,875               --
                                                                                 -----------      -----------
               Net cash provided by financing activities                             932,378           92,110
                                                                                 -----------      -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                            (23,236)        (428,640)

CASH AND CASH EQUIVALENTS:
  Beginning of period                                                                 64,211          500,445
                                                                                 -----------      -----------

  End of period                                                                  $    40,975      $    71,805
                                                                                 ===========      ===========
</TABLE>

   The accompanying  notes are an integral part of these condensed  consolidated
   interim financial statements.
-------------------------------------------------------------------------------
                                                                          Page 7

<PAGE>

                     GLOBAL SOURCES LIMITED AND SUBSIDIARIES

          NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                   (UNAUDITED)

Condensed Consolidated Interim Financial Statements

      The condensed  consolidated  unaudited interim  financial  statements have
been  prepared  pursuant  to the rules and  regulations  of the  Securities  and
Exchange Commission.  Certain information and note disclosures normally included
in the annual  financial  statements  prepared  in  accordance  with  accounting
principles  generally  accepted  in the United  States  have been  condensed  or
omitted pursuant to those rules and  regulations,  although the Company believes
the  disclosures  made  are  adequate  to make  the  information  presented  not
misleading.  In the opinion of management,  all adjustments necessary for a fair
presentation have been included in the condensed  financial  statements  herein.
The results of operations for the quarter and the six months ending December 31,
2000 are not  necessarily  indicative  of the results for the fiscal year ending
June 30, 2001. The condensed consolidated financial statements should be read in
conjunction  with the notes to the financial  statements and in conjunction with
the Company's  audited  financial  statements  contained in its Annual Report on
Form 10-KSB for the year ended June 30, 2000.  The  accounting  policies used to
prepare the condensed  financial  statements are consistent with those described
in the June 30, 2000 financial statements. The sale of the Company's services is
subject to general economic conditions.  The preparation of financial statements
in conformity with accounting principles generally accepted in the United States
requires  management to make estimates and assumptions  that affect the reported
amounts of revenue and expenses  during the  reporting  period.  Actual  results
could differ from these estimates.

RESTATEMENT

      The Company has restated the condensed  consolidated  financial statements
as of December 31, 2000 and for the three and six month periods then ended.  The
restated condensed  consolidated financial statements reflect the acquisition of
Philips and Chamber Ltd.  and  acquisition,  impairment  and  disposition  costs
related to such acquisition and the correction of the amount and amortization of
goodwill and the amortization of prepaid employee compensation for the three and
six month  periods  then  ended.  Also,  the  Company  corrected  the  financial
statements  to record an imputed  non-cash  dividend on  manditorily  redeemable
common stock. The effect of the restatement was to increase the net loss for the
three-month periods ended December 31, 2000 by $327,715 ($0.03 per common share)
from a net profit of $58,192  ($0.00 per common share) to a net loss of $269,523
($0.03  per  common  share).   The  restatement  also  increased  the  net  loss
attributable to common stockholders, for the six month period ended December 31,
2000 by $1,675,282  ($0.17 per common share) from a net profit  $106,748  ($0.01
per common share) to a net loss  attributable  to common stock  shareholders  of
$1,568,324  ($0.16  per common  share).  In  addition,  the  restated  financial
statements  reflect a  reduction  in  stockholders  equity  from  $1,108,286  to
$127,121 as of December 31, 2000.

      The  Company  has  also  restated  the  condensed  consolidated  financial
statements  for the three and  six-month  periods ended  December 31, 1999.  The
presentation in the condensed  consolidated  restated  financial  statements are
consistent with the presentation in the Company's  financial  statements for the
year ended June 30, 2000 filed on Form 10-KSB. The restated financial statements
reflect  the  reduction  of payroll  expense  related to the  correction  of the
accounting  treatment  of various  items  included in the  employees  employment
contracts.  The effect of the restatement caused a reduction in net loss for the
three-month  period ended  December 31, 1999 from  $4,058,100  ($0.68 per common
share) to $2,379,596 ($0.51 per common share).  The restatement also reduced the
net loss for the six-month period ended December 31, 1999 from $4,371,123 ($0.61
per common share) to $2,697,615 ($0.57 per common share).

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

      Global Sources Limited and its wholly-owned  subsidiaries  (the "Company")
provide  strategic  staffing  solutions in addition to  marketing,  training and
development programs, seminars, and employee benefits.

      The Company was formerly known as First Sunrise, Inc., a company organized
under the State of Delaware on April 28, 1997. First Sunrise, Inc. was organized
as a vehicle to acquire or merge with a business  or  company.  On  December  9,
1999,  First Sunrise,  Inc. merged with Platinum  Executive  Services,  Inc. For
accounting purposes,

--------------------------------------------------------------------------------
                                                                          Page 8


<PAGE>

Platinum  Executive  Services,   Inc.  was  treated  as  the  acquirer  and  the
acquisition  was accounted for using the purchase  method of accounting.  On the
same date,  the merged entity changed its name to Global  Sources  Limited.  The
Company has offices in New York and New Jersey.

      As shown in the accompanying financial statements,  the Company incurred a
net loss of  $1,463,534  during the six months ended  December  31, 2000.  As of
December  31,  2000 the  current  liabilities  exceeded  its  current  assets by
$1,426,905.  The Company is delinquent in connection  with various  obligations.
These factors,  as well as the uncertain  conditions that the Company faces with
respect to its ability to pay its debts, as they become due, create  substantial
doubt as to the Company's ability to continue as a going concern.  The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.  The  continuation of the Company as a
going concern is dependent upon the success of future  financings and generating
sufficient revenue.

      Management  is  formulating  plans to  strengthen  the  Company's  working
capital  position and to generate  sufficient  cash to meet its operating  needs
through  June 30, 2001 and beyond.  The  Company  has sold  1,810,000  shares of
common stock, and 400,000 shares of redeemable common stock, for aggregate gross
proceeds of approximately $975,000 during the period ended December 31, 2000 and
is  attempting to secure  additional  capital  through the private  placement of
securities.  No  assurance,  however,  can  be  made  that  management  will  be
successful  in  achieving  its plans.  Significant  additional  capital  will be
required.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

RECLASSIFICATION

         Certain  reclassifications  have been made to prior  years  amounts  to
conform to the December 31, 2000 presentation.

PRINCIPLES OF CONSOLIDATION

      The  consolidated  financial  statements  include  the  accounts of Global
Sources  Limited  and  its  subsidiaries   after  elimination  of  inter-company
transactions.

REVENUE RECOGNITION

      Revenue from permanent  staffing is recognized when the candidate has been
employed for a minimum period pursuant to the search agreement. Executive search
and consulting  assignments are primarily based upon retainer  agreements  which
provide for periodic billings; revenue is recognized based upon the terms of the
agreements.

PROPERTY & EQUIPMENT

      Property  and  equipment  are  stated at cost.  Depreciation  is  computed
utilizing  the  straight-line  method over the useful  lives of the assets which
range from three to seven years.

INCOME TAXES

      The Company  accounts for income taxes in accordance with the Statement of
Financial  Accounting  Standards No. 109,  "Accounting  for Income Taxes," which
requires the  recognition  of deferred tax  liabilities  and assets at currently
enacted tax rates for the expected  future tax  consequences of events that have
been included in the financial  statements or tax returns. A valuation allowance
is  recognized  to reduce the net  deferred  tax asset to an amount that is more
likely than not to be realized.  The tax  provisions  shown in the  accompanying
statements of operations  are zero since the deferred tax assets  generated from
the net operating losses are offset in their entirety by a valuation allowance.

--------------------------------------------------------------------------------
                                                                          Page 9

<PAGE>


CASH AND CASH EQUIVALENTS

      Cash and cash equivalents, if any, include all highly liquid debt
instruments  with an original  maturity  of three  months or less at the date of
purchase.


GOODWILL

      Goodwill is amortized utilizing the straight-line  method over a period of
3  to 5  years.  The  Company  evaluates  the  carrying  value  and  periods  of
amortization  of goodwill to  determine  whether  revised  estimates of carrying
value or  useful  lives  are  warranted.  As  described  in Note 3, the  Company
recorded a charge of $645,000 for the impairment of goodwill.

IMPAIRMENT OF LONG-LIVED ASSETS

      Long-lived  assets are reviewed for impairment  whenever events or changes
in  circumstances  indicate that the carrying amount may not be recoverable.  If
the sum of the expected  undiscounted cash flows is less than the carrying value
of the related asset or group of assets, a loss is recognized for the difference
between fair value and carrying value of the asset or group of assets.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

      During the period ended  December 31, 2000,  the Company  adopted SFAS No.
133. SFAS No. 133 establishes  accounting and reporting standards for derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts (collectively referred to as derivatives), and for hedging activities.
This  Statement  requires  that an entity  recognize all  derivatives  as either
assets or liabilities in its balance sheet and measure those instruments at fair
value.  The accounting for changes in the fair value of a derivative  instrument
depends on its intended use and the  resulting  designation.  Implementation  of
SFAS 133 did not have any material  impact on the  financial  statements  of the
Company.

CONCENTRATION OF CREDIT RISK

      Cash  and cash  equivalents  and  trade  accounts  receivable  potentially
subject the Company to concentration of credit risk. The Company places its cash
and cash  equivalents  with high  credit  quality  financial  institutions.  The
Company believes its credit risk from accounts  receivable is limited due to the
relatively  large  number  of  customers.  Further,  the  Company  assesses  the
financial  strength  of its  customers  and  when  appropriate,  establishes  an
allowance for uncollectible accounts.


NOTE 3 - ACQUISITION AND DISPOSITION OF BUSINESS

      On July 21, 2000, the Company  acquired all of the  outstanding  shares of
Phillips and Chambers,  Ltd. in exchange for  1,363,633  shares of the Company's
common  stock.  The  value of the  acquisition  is being  recorded  at  $645,000
(approximately  $.47 per common share),  which  represents the fair value of the
shares at the date of issuance.  The Company incurred an additional  $200,000 in
costs related to this acquisition. In October, 2000, the Company became aware of
the fact that Phillips and Chambers,  Ltd. incurred significant losses since the
date  of the  acquisition.  In  addition,  the  Company  determined  that  their
investment  in Phillips  and  Chambers  would not generate any future cash flows
and, therefore, recorded an impairment loss of $645,000.

      In February  2001, the Company  decided to dispose of this  investment and
has recorded an additional $200,000 of expenses related to such disposition. The
Company did not  consolidate,  or include,  the  operations of this entity since
control was  temporary  and the  Company did not  integrate  the  operations  of
Phillips and Chambers into its operations.

--------------------------------------------------------------------------------
                                                                         Page 10

<PAGE>

      In December 1999, the Company  acquired three different  entities,  in the
same line of business as the  Company,  through the issuance of shares of common
and preferred stock. All of the acquisitions were accounted for as purchases and
have  been  included  in the  Company's  operations  from  the  dates  of  their
respective  purchases.  The  amortization  of goodwill for the nine months ended
December  31, 1999 was $9,504.  The  pro-forma  unaudited  condensed  results of
operations  data for the six months  ended,  as if the purchases had occurred on
July 1, 1999, is as follows:

                                             Six months ended
                                             December 31, 1999
                                             -----------------

Revenue                                       $    587,049

Expenses                                         3,719,554
                                              ------------
Pro-forma net loss                              (3,132,505)
Per share:                                    ------------
Basic and diluted                             $       (.60)
                                              ============
Weighted average shares outstanding              5,201,538
                                              ============

      This pro forma information does not purport to be indicative of what would
have occurred had the acquisitions  been completed as of July 1, 1999 or results
which may occur in the future.


NOTE 4 - NOTES PAYABLE BANK

      The  Company  issued a note  payable to a bank in the  original  principal
amount of $250,000 on February 15, 2000. The unpaid balance at December 31, 2000
is $175,000.  Repayment on the note is guaranteed  personally by two officers of
the Company.  In February,  2001, the bank obtained judgment against the Company
for  non-payment  of the note,  whereupon  the Company  and the bank  reached an
agreement  in  principal  for  repayment  of the debt,  as follows:  (i) $10,000
payment  on April 1,  2001;  and (ii) for eleven  consecutive  months  beginning
April,  2001, payment of $8,152 per month with a balloon payment becoming due in
March 2002 for the remaining outstanding balance. The total amount to be paid to
the lender under the restructuring agreement is $195,642 plus interest at 9%.

      On July 16, 1999,  the Company issued a note payable with a different bank
in the original principal amount of $200,000.  Payment on the note is guaranteed
personally by two officers of the Company.  On May 29, 2001,  the bank filed for
payment of loans totaling $200,000 plus interest, late fees, attorney's fees and
costs. The Company is presently  negotiating with the bank to satisfy its demand
and claim.


NOTE 5 - RELATED PARTY TRANSACTIONS

      Pursuant to an agreement dated June 30, 2000,  employment contracts of the
Company's  two  principal  officers  were  amended to provide that they will not
receive  compensation for the year ended June 30, 2001. The Company has recorded
the deemed fair value,  $100,000, of the services rendered by these individuals,
in the six month period ended December 31, 2000 as a contribution to capital.

      The officers  also agreed to waive the payment of certain  salary  amounts
due for the  year  ended  June 30,  2000.  These  amounts  have  been  recorded,
$1,901,190, as a contribution to capital.

NOTE 6 - ADVANCES TO COMPANY OFFICERS

      These  amounts  constitute  advances  from  the  Company's  two  principal
officers, which advances are represented by non-interest bearing notes having no
definite maturity date.

--------------------------------------------------------------------------------
                                                                         Page 11

<PAGE>

NOTE 7 - REDEEMABLE COMMON STOCK

      On July 12, 2000, the Company  received  $195,000 in net proceeds from the
issuance to an individual  investor of 400,000  shares of the  Company's  common
stock pursuant to a private transaction. Under the terms of the transaction, the
investor is entitled, at its sole option, to demand redemption from the Company,
in the form of a cash  payment  of $0.75 per share of the  common  stock that is
demanded to be redeemed,  in the event that the Company  should  default  (which
default is continuing for more than thirty (30) days) on any of its  obligations
under any of the transaction  documents.  The Company is currently in default of
its covenant to register the common  stock  issued to such  investor.  As of the
date of this  report,  the  individual  has not  exercised  its  right to demand
redemption  by the Company of the shares.  The Company has recorded  such common
stock at its  liquidation  value of $ .75 per share,  and classified such common
stock as temporary equity, since the investor can demand redemption at any time.
The Company  recorded  the  difference  between the selling  price of the common
stock and its redemption  price of $105,000 as an imputed  non-cash common stock
dividend.  Payment of any  amount  owed,  pursuant  to a demand  redemption,  is
guaranteed by the Company's two principal officers.


NOTE 8 - STOCKHOLDERS' EQUITY

      On August 14, 2000, the Company issued to an individual  investor pursuant
to a private transaction  500,000 shares of the Company's common stock,  subject
to a keepwell arrangement at $.75 per common share, and a warrant to purchase up
to 100,000 shares of the Company's common stock, exercisable at a price of $1.50
per share.  The  consideration  paid by such individual  investor was based on a
price  per  share  of $.50  and  made in the  form  of  cash of  $100,000  and a
promissory  note in the principle  amount of $150,000,  payable in equal monthly
installments over three (3) months. The Company had the option to repurchase the
shares and to reduce the number of shares  issuable upon exercise of the warrant
in the event that investor failed timely to pay in full the note. No such option
was  exercised  and the Note was  paid in full.  Based on the fair  value of the
common  stock at March 31,  2001  ($0.875  per share) no  additional  shares are
issuable to this investor.

      During  August 2000 and  September  2000  following  the  commencement  of
trading of its common stock on the OTC  Bulletin  Board,  the Company  issued to
individual  investors  an aggregate of 345,000  shares of the  Company's  common
stock pursuant to a private offering.  The consideration paid by such individual
investors was based on a price per share of $.50, for a total offering amount of
$172,500.

      On  September  1,  2000,  the  Company  issued to an  individual  investor
pursuant to a private  transaction  750,000 shares of the Company's common stock
and warrants to purchase up to 500,000 shares of the Company's common stock. The
consideration paid by such individual investor totaled $250,000, in cash.

      During  September  and  October  2000,  the Company  issued to  individual
investors an aggregate of 215,000 shares of the Company's  common stock pursuant
to a private offering.  The consideration paid by such individual  investors was
based on a price per share of $0.50, for a total offering amount of $107,500.

      The Company  incurred  approximately  $98,000 of  expenses  related to the
sales of common stock.

      On October 1, 2000,  the Company  issued as aggregate of 165,000 shares of
the  Company's  common  stock  to  two  (2)  employees  of  the  Company  and an
independent  contractor  for  services  performed  by each.  These  shares  were
cancelled  shortly after issuance by the Company since the individuals  remained
in the employ of the  Company.  Therefore,  the Company  reversed the expense of
$50,000,  which was previously recorded in the three month period ended December
31, 2000.


NOTE 9 - STOCK OPTION PLAN

      The  Company's  1999  Stock  Option  Plan  provides  for the  granting  of
incentive  stock  options,  non-qualified  stock options and stock  appreciation
rights.  It is administered  by the Company's Board of Directors.  The aggregate
number of shares of common stock which may be issued or delivered  upon exercise
of all incentive  stock options and  non-qualified  stock options granted cannot
exceed 5,000,000 shares. Option prices for incentive stock options shall not

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be less than 100% and for  non-qualified  stock options not less than 85% of the
fair market value of such shares on the date on which the option is granted.  As
of December 31, 2000, there were 2,685,000 options outstanding.


NOTE 10 - CONTINGENCIES

LITIGATION

      On November 30, 2000 Gordon Cook ("Cook")  filed a complaint in the United
States District Court for the Southern  District of New York against the Company
and others,  alleging damages arising from the termination of Cook's  employment
by the Defendants.  The complaint  alleges  violation of the New York Labor Law,
breach of  contract,  breach of the  covenant  of good  faith and fair  dealing,
violation of the Employee  Retirement  Income Security Act (ERISA),  conversion,
and the theories of quasi-contract,  quantum meruit, and unjust enrichment. Cook
seeks damages in the amount of  approximately  $155,000 for unpaid wages,  bonus
and severance  pay. In addition,  Cook seeks the value of  approximately  75,000
stock options  exercisable  at $2.00 per share and 2,500 options  exercisable at
$.30 per share.  On February 13, 2001,  the Company filed its answer  whereby it
denied all claims.  Management  believes  that the Company has good defenses and
intends to  vigorously  contest the claims  asserted  against it.  However,  the
Company is unable to predict the outcome of these  claims and,  accordingly,  no
adjustments have been made in the consolidated  financial statements in response
to these claims.

      On November 22, 2000, Stuart P. Smith and ASOT Enterprises,  Inc. ("ASOT")
filed a complaint against the Company, each of John Mazzuto and James J. Strupp,
individually,  and others,  in the Circuit Court of the 11th Judicial Circuit in
and for Miami-Dade County,  Florida. The complaint alleges,  among other things,
that the Company  has failed and  refuses to register  shares and options on the
books and records of the Company and has breached its contractual obligations to
Mr. Smith pursuant to a personal services  agreement with ASOT.  Alleged damages
claimed are in the approximate  amount of $277,000,  including the balance owing
under an alleged loan from Mr. Smith to the Company in the sum of $125,000.  The
complaint also seeks to register  options and shares  allegedly on the books and
records of the  Company.  On January 30,  2001,  the  Company  filed a motion to
dismiss the action for lack of jurisdiction  and, in the alternative,  to change
of venue from the State of Florida  to the State of  Delaware,  the state of the
Company's  incorporation,  which motions are still pending.  Management believes
that the Company has good defenses and intends to vigorously  contest the claims
asserted  against it.  However,  the Company is unable to predict the outcome of
these claims and, accordingly, no adjustments have been made in the consolidated
financial statements in response to these claims.


      Dominique  Martinet  ("Martinet")  filed a summons  and  complaint  in the
Supreme Court of the State of New York in July, 2000 against the Company and its
subsidiary,  GS Management Corp.,  alleging that Martinet is owed  approximately
$592,000 for unpaid  wages,  bonus,  benefits and stock  options,  plus punitive
damages.  An order was  entered by the court on default on January  17, 2001 for
the appointment of a Special Referee for assessment of damages.  Hearings before
the Special  Referee  were held and the parties  were  invited to brief  certain
matters relating to the calculation of damages.  On May 18, 2001, a judgement in
the amount of $262,485.57 plus approximately $53,000 in interest, plus costs was
entered against the Company.  Management  intends to appeal such  judgement.  No
adjustments have been made in the consolidated  financial statements in response
to this judgement.


      On or about January 4, 2000,  plaintiffs  Frank R. Palma  ("Palma"),  City
Brewing,  Inc. and the Company  commenced an action in the Superior Court of New
Jersey,  Law Division:  Morris County (Docket No.  L14-2000)  against Goodrich &
Sherwood  Associates,  Inc. et al. On or about March 23,  2000,  the  defendants
interposed an Answer with counterclaims.  The complaint and counterclaims relate
to the  circumstances  surrounding  Palma's  separation from Goodrich & Sherwood
Associates, Inc., a competitor of the Company in the business of human resources
counseling,  and  Palma's  subsequent  employment  by the  Company  and  contain
allegations of inducement, breach of contract, tortious interference,  breach of
fiduciary  duty and implied  covenant of good faith and fair dealings as well as
unfair competition, unjust enrichment and fraud. Damages sought are in excess of
$1,000,000.  On January 16, 2001,  the company  plaintiffs  filed a Reply to the
counterclaims,  denying the material allegations.  On or about November 3, 2000,
defendants  also  commenced an action as  third-party  plaintiffs  against James
Strupp and John Mazzuto, personally,  alleging claims against Messrs. Strupp and
Mazzuto  arising  out of the same set of  circumstances  and  seeking to recover
damages in excess of $1,000,000.  On December 7, 2000,  Strupp and Mazzuto filed
an Answer denying the material

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                                                                         Page 13

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allegations  of the  third-party  complaint.  On or  about  May 7,  2001,  Palma
asserted a cross claim against the Company for indemnification  from and against
any liabilities and damages  incurred by him as a result of defendants'  claims.
By Answer to the Cross Claim filed May 10,  2001,  the  Company  denied  Palma's
right  to  indemnification.  A trial  date  has  been  set for  June  26,  2001.
Management believes that the Company has good defenses and intends to vigorously
contest  the claims  asserted  against  it.  However,  the  Company is unable to
predict the outcome of this matter and,  accordingly,  no adjustments  have been
made in the consolidated financial statements in response to this matter.

      On January 11, 2001, the Company was notified by the New Jersey Department
of Labor,  Division of Wage and Hour Compliance,  that is has allegedly violated
that  state's  minimum wage and wage  payment  statutes.  To the extent that the
amount of the claim can be  ascertained,  it appears that the Company is alleged
to owe employees  approximately $42,364. The claim is presently pending, and the
Company has been ordered to perform a self-audit  and pay wages found to be due.
Management  believes that is has good defenses to any wage claims and intends to
defend  vigorously any such claim asserted  against it. However,  the Company is
unable to predict the  outcome of this claim and,  accordingly,  no  adjustments
have been made in the  consolidated  financial  statements  in response to these
claims.

      The  Company  is a party to other  proceedings,  which in the  opinion  of
management  of the  Company  are  not  material  to the  financial  position  or
operations of the Company.

PAYROLL AND PAYROLL TAXES

      On  November  15,  2000,  a Notice  of  Federal  Tax Lien was filed by the
Internal  Revenue Service ("IRS") against a subsidiary of the Company for unpaid
federal withholding taxes in the aggregate amount of $93,243, of which payments,
in the aggregate sum of $25,000,  have been made by the Company to the IRS since
November  2000.  In addition,  the Company has not paid payroll  taxes since the
fourth  quarter of 1999  totaling  $477,  122 (which  includes  the above amount
subject to lien).  Such  amount is  included  in  accounts  payable  and accrued
expenses.  The  Company  is in process of filing  all  unfiled  returns  and has
accrued penalties and interest of $80,000.

      By letter dated August 21, 2000,  the  Department of Revenue  Services for
the State of Connecticut  alleged a subsidiary of the Company had failed to file
with the State of  Connecticut  withholding  tax returns and to pay  withholding
taxes in the amount of approximately $48,414.

OTHER

      Pursuant to an employment  agreement and  acquisition  agreements  entered
into, the Company issued common stock to various individuals.  Such common stock
issued is subject to keepwell guarantees. The total number of shares issuable at
December  31, 2000 based on the deemed fair value  ($.75) of the common stock is
1,470,000 shares.

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<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

      The  Private  Securities  Litigation  Reform Act of 1995  provides a "safe
harbor" for forward-looking  statements.  Certain  information  included in this
Report contains statements that are forward-looking, such as statements relating
to plans for future activities.  Such  forward-looking  statements involve known
and unknown  risks,  uncertainties  and other factors which may cause the actual
results,  performance or achievements of the Company to be materially  different
from any future  results,  performance or  achievements  expressed or implied by
such  forward-looking  statements.  Such  factors  include,  among  others,  the
following:  the Company's recent losses, the Company's need to obtain additional
financing and the ability to obtain such  financing;  outstanding  indebtedness;
the  ability  to hire  and  retain  key  personnel;  successful  completion  and
integration  of prior and any future  acquisitions;  uncertainties  relating  to
business  and  economic  conditions  in markets in which the  Company  operates;
uncertainties  relating  to  customer  plans  and  commitments;  and the  highly
competitive  environment  in which the Company  operates.  The words  "believe",
"expect",  "anticipate",  "intend" and "plan" and similar  expressions  identify
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements,  which speak only as of the date the statement
was made.

RESULTS OF OPERATIONS

GENERAL

      This financial  review should be read in conjunction with the accompanying
consolidated  financial  statements  and contains  management's  discussion  and
analysis of the Company's results of operations and liquidity.

      The  Company  at  present  provides   strategic   staffing   solutions  to
enterprises  in  addition  to  providing  marketing,  training  and  development
programs,  seminars,  and employee  benefits.  The Company was formerly known as
First Sunrise,  Inc., a company  organized  under the State of Delaware on April
28, 1997.  First  Sunrise,  Inc. was  organized as a vehicle to acquire or merge
with a business or company. On December 9, 1999, First Sunrise, Inc. merged with
Platinum Executive Services,  Inc. For accounting  purposes,  Platinum Executive
Services, Inc. was treated as the acquirer and the acquisition was accounted for
using the purchase  method of  accounting.  On the same date,  the merged entity
changed its name to Global Sources Limited.

      In July,  2000,  the  Company  acquired a company  in the United  Kingdom.
During the third fiscal quarter,  management decided to focus on and growing its
business  holdings in the United States markets and, as a result,  the operating
assets of the company in the United Kingdom are being liquidated.

RESULTS OF OPERATIONS

      Revenues for the 6 months ended  December 31, 2000 showed an increase from
approximately  $203,000 to  $686,000.  Increases  in revenue  were driven by the
Company's acquisitions during the fiscal year 2000. For the 3 month period ended
December 31, 2000,  revenues increased from  approximately  $203,000 to $384,000
due to the acquisitions.

      Operating  loss for the six  month  period  declined  to  $1,568,534  from
$2,697,615  and for the three month  period to  $269,523  from  $2,379,596  as a
result of reduced non cash compensation  expenses and the reduction in corporate
overhead.  Operating  expense  reductions was also  attributable to a decline in
legal expenses.

      Because  the  Company  has  insufficient  capital  to fund its  merger and
acquisition  program and expenses  associated  with the legal  proceedings,  the
Company must raise additional funds in both the short and long term.

LIQUIDITY AND CAPITAL RESOURCES

      To date the Company has funded its liquidity and capital  resources  needs
primarily  through capital  contributions  from key executives,  supplemented by
loans  and  the  sale  of  the  company's   capital  stock.   The  Company  sold
approximately $780,000 of common stock, and $195,000 of redeemable common stock,
in the private  placement  market for the nine  months  ending  March 31,  2001.
During the quarter ended March 31, 2001, officers of the Company

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advanced  approximately  $200,000 to the Company.  The Company intends to secure
additional  capital  through  private  placement  of its  securities  and  other
financings  to fund itself and its  acquisition  program.  There is no assurance
that such funds will be  available  on terms or in  quantity  acceptable  to the
Company. The foregoing capital is not sufficient to fund the expenses associated
with the Company's merger and acquisition program.

      As shown in the accompanying  financial  statements the Company recorded a
loss of $191,175 and $1,654,709 for the three and nine month periods ended March
31, 2001. At the end of the quarter the company's current  liabilities  exceeded
its current assets by approximately  $1,328,000 which is a significant reduction
from the working  capital  deficit of $2,224,222  recorded at June 30, 2000. The
principal use of capital during the period was to reduce liabilities.

      The Company plans to purchase  additional  companies that have a strategic
fit  with the  Company's  goal of  becoming  a  premier  provider  of  strategic
solutions in the human  resources  fields.  Acquisitions  will be made primarily
through the issuance of common and preferred  stock.  It is intended that future
acquisitions will not be with development  stage or start-up  companies in order
to maximize cash flows to the Company.


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<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS


      For a detailed  discussion of all material legal  proceedings to which the
Company or its property is subject, reference is made to Note 10 of the Notes to
Condensed  Consolidated  Financial Statements included in Part 1 of this Report,
which is included herein by reference.


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

      In October 1, 2000,  the Company  issued an aggregate of 165,000 shares of
the  Company's  common stock to two (2)  employees of the Company and an outside
advisor for  services  performed  by each.  The issuance of such shares was also
based,  in  part,  upon  representations  and  warranties  of such  individuals,
including a representation as to their status as "accredited" investors (as such
term is defined in Rule 501(a) of Regulation D under the Securities  Act) or, in
the case of one  employee,  in reliance upon an Investor  Representative.  These
sales were exempt from the  registration  requirements  of the Securities Act of
1933  pursuant to  Regulation  D  promulgated  by the  Securities  and  Exchange
Commission under Section 4(2) of the Act.

      During  September  and  October  2000,  the Company  issued to  individual
investors an aggregate of 215,000 shares of the Company's  common stock pursuant
to a private offering.  The consideration paid by such individual  investors was
based on a price per share of $0.50,  for a total  offering  amount of $107,500.
The  issuance  of such  shares  was based,  in part,  upon  representations  and
warranties of such individuals, including a representation as to their status as
"accredited"  investors  (as such term is defined in Rule 501(a) of Regulation D
under the  Securities  Act).  These  sales  were  exempt  from the  registration
requirements  of the Securities Act of 1933 pursuant to Regulation D promulgated
by the Securities and Exchange Commission under Section 4(2) of the Act.

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

      There were no matters submitted for a vote of securities holders during
the three months ended December 31, 2000.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

              None

         (b)  Reports on Form 8-K

         No  Reports on Form 8-K were filed by the  Company  during the  quarter
ended December 31, 2000.

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                                                                         Page 17


<PAGE>

                                   SIGNATURES

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



Date:  June 14, 2001                    GLOBAL SOURCES LIMITED



                                        /s/ John D. Mazzuto
                                        ----------------------------------------
                                        By: John D. Mazzuto, President and Chief
                                            Financial Officer

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