SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


               Quarterly Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


         For Quarter Ended:                        Commission File Number:
          March 31, 2002                                   O-14741
          --------------                                   -------



                             ASA International Ltd.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)



                 Delaware                                02-0398205
       -------------------------------             ---------------------
       (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)              Identification Number)



          10 Speen Street, Framingham, MA                   01701
      ----------------------------------------          ------------
      (Address of Principal Executive Offices)           (Zip Code)



Registrant's Telephone Number, including Area Code:  (508) 626-2727
                                                     --------------


         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes:     X          No:
      --------          -------


As of March 31, 2002 there were 2,982,397 shares of Common Stock of the
Registrant outstanding.

                                       2
<PAGE>
                                     PART I

                              FINANCIAL INFORMATION

Item 1.  Financial Statements
         --------------------

                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                        March 31,   December 31,
                                                          2002          2001
                                                      ------------   -----------
                                                       (Unaudited)
          ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                          $ 4,212,904    $ 4,024,254
   Marketable securities                                   24,820         24,072
   Receivables - net                                    1,853,121      1,782,294
   Other current assets                                   562,549        566,122
                                                      -----------    -----------

TOTAL CURRENT ASSETS                                    6,653,394      6,396,742
                                                      -----------    -----------

PROPERTY AND EQUIPMENT
   Land and buildings                                   4,312,795      4,312,795
   Computer equipment                                   2,264,900      2,178,272
   Office furniture and equipment                         996,322        996,322
   Leasehold improvements                                 115,846        115,846
   Vehicles                                               574,138        574,138
                                                      -----------    -----------

                                                        8,264,001      8,177,373
   Accumulated depreciation and amortization            3,794,799      3,688,077
                                                      -----------    -----------

NET PROPERTY AND EQUIPMENT                              4,469,202      4,489,296
                                                      -----------    -----------

SOFTWARE (less cumulative amortization
   of $5,035,501 and $4,851,488)                        1,723,444      1,907,457


NOTE RECEIVABLE                                         1,700,000      1,700,000

OTHER ASSETS                                            2,246,776      2,254,752
                                                      -----------    -----------

                                                      $16,792,816    $16,748,247
                                                      ===========    ===========

See Notes to Condensed Consolidated Financial Statements.

                                       3
<PAGE>
                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                             March 31,    December 31,
                                                               2002           2001
                                                          ------------    ------------
                                                           (Unaudited)

          LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                                       <C>             <C>
CURRENT LIABILITIES:
   Current maturities of long-term obligations            $     81,928    $     80,357
   Accounts payable                                            340,083         288,727
   Accrued expenses                                          1,730,819       1,955,948
   Customer deposits                                           282,835         259,731
   Deferred revenue                                            445,331         387,689
                                                          ------------    ------------

TOTAL CURRENT LIABILITIES                                    2,880,996       2,972,452
                                                          ------------    ------------

LONG-TERM OBLIGATIONS,
   NET OF CURRENT MATURITIES                                 3,704,039       3,661,475
                                                          ------------    ------------

DEFERRED INCOME TAXES                                          709,000         709,000
                                                          ------------    ------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
   Preferred stock, par value
     $.01 per share: Authorized and unissued, 1,000,000
     shares, 60,000 shares of which designated as
     Series A Junior Participating Preferred Stock
   Common stock, par value
     $.01 per share: Authorized , 6,000,000 shares;
     issued 4,510,870; outstanding, 2,982,397                   45,109          45,109
   Additional paid-in capital                                7,931,501       7,931,501
   Retained earnings                                         4,944,707       4,851,994
   Accumulated other comprehensive loss:
   Unrealized loss on marketable securities                     (4,080)         (4,828)
                                                          ------------    ------------

                                                            12,917,237      12,823,776
   Less: treasury stock, at cost                             3,418,456       3,418,456
                                                          ------------    ------------

TOTAL SHAREHOLDERS' EQUITY                                   9,498,781       9,405,320
                                                          ------------    ------------

                                                          $ 16,792,816    $ 16,748,247
                                                          ============    ============
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                       4
<PAGE>
                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                  Three Months Ended
                                                        March 31,
                                            -------------------------------
                                                2002                2001
                                            -------------------------------
                                             (Unaudited)
REVENUE
   Product licenses                         $   719,836         $   941,180
   Services                                   2,415,833           2,824,765
   Computer and add-on hardware                 319,245             380,097
                                            -----------         -----------

NET REVENUE                                   3,454,914           4,146,042
                                            -----------         -----------

COST OF REVENUE
   Product licenses and development             594,477             952,470
   Services                                   1,176,329           1,410,990
   Computer and add-on hardware                 241,939             300,831
                                            -----------         -----------

TOTAL COST OF REVENUE                         2,012,745           2,664,291
                                            -----------         -----------

EXPENSES
   Marketing and sales                          704,714           1,034,044
   General and administrative                   686,755             776,734
                                            -----------         -----------

TOTAL EXPENSES                                1,391,469           1,810,778
                                            -----------         -----------

EARNINGS (LOSS) FROM OPERATIONS                  50,700            (329,027)

INTEREST INCOME (EXPENSE) - NET                 (71,988)             20,297
OTHER INCOME
   License fee - divestiture                    100,000             100,000
   Management fee                                77,001                -
   Other                                         13,000              22,819
                                            -----------         -----------


EARNINGS (LOSS)  BEFORE INCOME TAXES            168,713            (185,911)

INCOME TAX EXPENSE (BENEFIT)                     76,000             (74,000)
                                            -----------         -----------

NET EARNINGS (LOSS)                         $    92,713         $  (111,911)
                                            ===========         ===========

EARNINGS (LOSS) PER COMMON SHARE:
BASIC                                       $     0.031         $    (0.038)
                                            ===========         ===========

DILUTED                                     $     0.030         $    (0.038)
                                            ===========         ===========

See Notes to Condensed Consolidated Financial Statements.

                                        5
<PAGE>
                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                                         Three Months Ended
                                                             March 31,
                                                   ----------------------------
                                                       2002            2001
                                                   ----------------------------
                                                   (Unaudited)

NET INCOME (LOSS)                                  $    92,713     $  (111,911)
OTHER COMPREHENSIVE INCOME (LOSS)
   NET OF INCOME TAX:
      Unrealized gain on marketable securities             748           1,420
                                                   ------------    ------------

COMPREHENSIVE INCOME (LOSS)                        $    93,461     $  (110,491)
                                                   ============    ============



See Notes to Condensed Consolidated Financial Statements.

                                        6
<PAGE>
                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                                                    March 31,
                                                                          ---------------------------
                                                                              2002           2001
                                                                          ---------------------------
                                                                                 (Unaudited)

<S>                                                                       <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings (loss)                                                    $    92,713    $  (111,911)
                                                                          -----------    -----------

   Adjustments to reconcile net earnings (loss) to net cash provided by
      operating activities:
         Depreciation and amortization                                        290,731        316,797
         Changes in assets and liabilities                                   (156,946)       (29,704)
                                                                          -----------    -----------

                  Total adjustments                                           133,785        287,093
                                                                          -----------    -----------

   Net cash provided by operating activities                                  226,498        175,182
                                                                          -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to property and equipment                                        (86,628)        (7,725)
   Increase in sales-type leases                                                4,528         20,508
   Reductions in assets held for future transactions                             --        2,720,000
   Other assets                                                                   117       (288,963)
                                                                          -----------    -----------

   Net cash provided (used) by investing activities                           (81,983)     2,443,820
                                                                          -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Increase (decrease) in long-term debt                                       44,135        (18,781)
                                                                          -----------    -----------

   Net cash provided (used) by financing activities                            44,135        (18,781)
                                                                          -----------    -----------

CASH AND CASH EQUIVALENTS:
   Net increase                                                               188,650      2,600,221
   Balance, beginning of period                                             4,024,254      1,178,048
                                                                          -----------    -----------

   Balance, end of period                                                 $ 4,212,904    $ 3,778,269
                                                                          ===========    ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                        7
<PAGE>
                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements

                                   (Unaudited)



Note 1.  Basis of Presentation
         ---------------------

As permitted by the rules of the Securities and Exchange Commission applicable
to quarterly reports on Form 10-Q, these notes are condensed and do not contain
all disclosures required by accounting principles generally accepted in the
United States. Reference should be made to the financial statements and related
notes included in the Company's Annual Report on Form 10-K.

In the opinion of management, the accompanying financial statements reflect all
adjustments which were of a normal recurring nature necessary for a fair
presentation of the Company's results of operations for the three months ended
March 31, 2002 and March 31, 2001, respectively.

The results disclosed in the Condensed Consolidated Statement of Operations for
the three months ended March 31, 2002 are not necessarily indicative of the
results expected for the full year.


Note 2.  Note Receivable
         ---------------

At March 31, 2002, the Company had a Note Receivable of $1,700,000 ("Note")
along with accrued interest of $ 785,260 (included in the Company's balance
sheet as other assets). The Note was originally due on March 3, 2002, under the
terms of the sale of the Company's CommercialWare Division ("CWI"), which was
completed in March 1999. The original interest rate on the Note of 7.06% was
amended retroactively to the date of CWI's sale to 15% in April 2001, as a
result of a restructuring of CWI's debt. Under the terms of the sale of CWI, the
Note and accrued interest are secured by CWI's intellectual property. Currently,
CWI is pursuing sources of additional financing to provide for its short-term
cash flow needs and to meet revised payment terms on the Note and accrued
interest agreed to in March 2002 between the Company and CWI. These new terms
called for the payment of principal and interest on the outstanding balance of
the Note plus accrued interest over a five-year term beginning on April 1, 2002.
Given the delay by CWI in meeting this revised payment schedule, the Company has
not recognized the interest income due on the Note for the quarter ended March
31, 2002, which totaled approximately $135,000. The Company is awaiting the
outcome of CWI's discussions with the possible funding sources and believes that
the Note and accrued interest are fully collectible and adequately
collateralized by the intellectual property of CWI as of March 31, 2002. The
Company will continue to evaluate the Note for impairment to determine if an
allowance for loss is required.

                                       8
<PAGE>
                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements

                                   (Unaudited)

Note 3.  Earnings (Loss) per Share
         -------------------------

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                                March 31,
                                                       --------------------------
                                                           2002          2001
                                                       -----------   ------------
<S>                                                    <C>           <C>
Numerator:
   Net earnings (loss)                                 $    92,173   $  (111,911)
                                                       ===========   ===========

Numerator for diluted earnings (loss) per share -
   income available to common shareholders             $    92,173   $  (111,911)
                                                       ===========   ===========

Denominator:
   Denominator for basic earnings (loss) per share -
   Weighted average shares                               2,982,397     2,982,397

Effect of dilutive securities
   Employee stock options                                   41,008          --
                                                       -----------   -----------

Dilutive potential common shares
   Denominator for diluted earnings per share -
      adjusted weighted average shares and
      assumed conversions                                3,023,405     2,982,397
                                                       ===========   ===========

Basic earnings (loss) per share                        $     0.031   $    (0.038)
                                                       ===========   ===========

Diluted earnings (loss) per share                      $     0.030   $    (0.038)
                                                       ===========   ===========
</TABLE>

The following table summarizes securities which were outstanding as of March 31,
2002 and 2001 but not included in the calculation of diluted loss per share
because such shares are antidilutive:

                                                           Three Months Ended
                                                                 March 31,
                                                         -----------------------
                                                           2002           2001
                                                         ---------     ---------

Employee Stock Options                                       -           340,180


                                       9
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         -----------------------------------------------------------------------
         of Operations
         -------------

In addition to the historical information contained herein, the discussions
contained in this document include statements that constitute forward-looking
statements under the safe harbor provisions of the Private Securities Reform Act
of 1995. By way of example, the discussions include statements regarding
revenues, gross margins, future marketing efforts, and potential acquisitions.
Such statements involve a number of risks and uncertainties, including but not
limited to those discussed below and those identified from time to time in the
Company's filings with the Securities and Exchange Commission. These risks and
uncertainties could cause actual results to differ materially from those
projected. Readers are cautioned not to place undue reliance on these
forward-looking statements. The Company assumes no obligation to update these
forward-looking statements to reflect events or circumstances arising after the
date hereof.

                              Results of Operations

                              First Quarter of 2002
                                   compared to
                              First Quarter of 2001

                                              (000's omitted)
                               ------------------------------------------------
                                      Revenue            Increase / (Decrease)
                               ---------------------    -----------------------
                                 2002         2001        Amount     Percentage
                               --------    ---------    ---------    ----------

Product licenses               $    720     $    941    $   (221)        (23%)
Services                          2,415        2,825        (410)        (15%)
Computer and add-on hardware        319          380         (61)        (16%)
                               ---------    ---------   ---------

   Net revenue                 $  3,454     $  4,146    $   (692)        (17%)
                               =========    =========   =========

REVENUE

Net revenue. The Company designs and develops proprietary enterprise software
for the tire dealer, legal, and e-Business management software markets. The
Company's revenues are derived from the licensing of the Company's software
products, from client service and support, and from the sale of third party
computer and add-on hardware. The Company's total revenues decreased by
approximately $692,000, or 17%, for the quarter ended March 31, 2002, compared
to the quarter ended March 31, 2001.

Product licenses. The Company's software license revenues are derived primarily
from the licensing of the Company's enterprise products. Software license
revenues decreased by approximately $221,000, or 23%, for the quarter ended
March 31, 2002, compared to the quarter ended March 31, 2001. Product license
revenues decreased for all product lines from the first quarter of 2001 when
compared to the first quarter of 2002. The decrease in license revenue from the
first quarter of 2001 to the first quarter of 2002 was primarily attributable to
overall continuing economic uncertainty and a persisting delay in decisions by
customers to make expenditures on information technology.

Services. The Company's services are comprised of fees generated from training,
consulting, software modifications, and ongoing client support provided under
maintenance agreements that renew automatically unless either party gives prior
notice as specified in the agreements. Service revenues decreased by
approximately $410,000, or 15%, for the quarter ended March 31, 2002, compared
to the quarter ended March 31, 2001. Service revenues decreased for all product
lines except tire systems from the first quarter of 2001 when compared to the
first quarter of 2002. The decrease in service revenues was due primarily to
decreases in software license revenues which were accompanied by reduced client
requirements for training and consulting services.

                                       10
<PAGE>
Computer and add-on hardware. The Company's hardware revenues are derived from
the resale of third-party hardware products to the Company's clients in
conjunction with the licensing of the Company's software. Hardware revenues
decreased by approximately $61,000, or 16%, for the quarter ended March 31,
2002, compared to the same quarter ended March 31, 2001. The decrease in
hardware revenues from existing businesses was due to decreased hardware sales
by the tire systems product line.


COST OF REVENUE

Product licenses and development. The Company's cost of software license
revenues consists of the costs of amortization of capitalized software costs,
and the costs of sublicensing third-party software products. The amount also
includes the expenses associated with the development of new products and the
enhancement of existing products (net of capitalized software costs), which
consist primarily of employee salaries, benefits, and associated overhead costs.
Cost of software license revenues and development decreased by approximately
$358,000, or 38%, for the quarter ended March 31, 2002, compared to the quarter
ended March 31, 2001. The cost of product licenses and development decreased for
all product lines from the first quarter of 2001 when compared to the first
quarter of 2002. The change was due primarily to a decrease in development
expenses by the tire systems and e-business management product lines. In
addition, the cost of product licenses as a percentage of product license
revenue may fluctuate from period to period due to the mix of sales of
third-party software products in each period contrasted with certain fixed
expenses such as the amortization of capitalized software.

Services. The Company's cost of services consists of the costs incurred in
providing client training, consulting, and ongoing support as well as other
client service-related expenses. Cost of services decreased by approximately
$235,000, or 17%, for the quarter ended March 31, 2002, compared to the quarter
ended March 31, 2001. The gross margin percentage for services for the period
remained approximately the same at 51% when compared to the same period in 2001.
The Company's revenue and margin from services fluctuate from period to period
due to changes in the mix of contracts and projects.

Computer and add-on hardware. The Company's cost of hardware revenues consists
primarily of the costs of third-party hardware products. Cost of hardware
revenues decreased by approximately $59,000, or 20%, for the quarter ended March
31, 2002, compared to the quarter ended March 31, 2001. The decrease in dollar
amount for the cost of hardware revenues was due primarily to decreased unit
sales of hardware products by the Company's tire systems product line. The gross
margin percentage for hardware sales increased to 24% for the quarter ended
March 31, 2002, from 21% for the quarter ended March 31, 2001. Margins on
computer and add-on hardware can fluctuate based on the mix of computer and
ancillary hardware products sold. Accordingly, the Company expects hardware
gross margins to continue to fluctuate in the future. The Company continues to
direct its efforts toward building service and license revenues to offset the
historical decline in hardware revenue and margins.


EXPENSES

Marketing and sales. The Company's marketing and sales expenses consist
primarily of employee salaries, benefits, commissions and associated overhead
costs, and the cost of marketing programs such as direct mailings, trade shows,
seminars, and related communication costs. Marketing and sales expenses
decreased by approximately $329,000, or 32%, for the quarter ended

                                       11
<PAGE>
March 31, 2002, compared to the quarter ended March 31, 2001. The decrease in
marketing and sales expenses reflects decreased sales and marketing expenses
from the tire systems and e-business management product lines.

General and administrative. The Company's general and administrative expenses
consist primarily of employee salaries and benefits for administrative,
executive, and finance personnel and associated overhead costs, as well as
consulting, accounting, and legal expenses. General and administrative expenses
decreased by approximately $90,000, or 12%, for the quarter ended March 31,
2002, compared to the quarter ended March 31, 2001. The change primarily
reflects decreased general and administrative expenses from the tire systems and
e-business management product lines.

Other Income. The Company did not receive the principle and interest payments on
the CWI Note which were due on April and May 1, 2002 under the revised payment
terms described in Note 2 of this report. As a result, the Company has not
recognized the interest income due on the Note for the quarter ended March 31,
2002 which totaled approximately $135,000.

Net earnings for the quarter ended March 31, 2002 were approximately $93,000, as
compared to a net loss of approximately $112,000 for the quarter ended March 31,
2001. The change results from a decrease in loss from operations of
approximately $380,000, and an increase in other income net of approximately
$67,000, partially offset by an increase in interest expense net of
approximately $92,000 and an increase in income tax expense of approximately
$150,000.


LIQUIDITY AND CAPITAL RESOURCES

The Company had total cash and cash equivalents at March 31, 2002 of
approximately $4,213,000, an increase of approximately $189,000 from December
31, 2001. The Company and its subsidiaries had a maximum line of credit totaling
$1,500,000 which was available at March 31, 2002. At March 31, 2002, the Company
had approximately $25,000 invested in marketable securities, which is
approximately the same as the amount invested at December 31, 2001.

In January 2002, the Company announced the execution of an Agreement and Plan of
Merger, dated as of January 3, 2002, under which the Company will acquire
CompuTrac, Inc., subject to approval by the shareholders of the Company and
CompuTrac. The terms of the merger agreement provide that CompuTrac will be
merged into the Company's RainMaker Software, Inc. subsidiary, with CompuTrac
stock being converted into a right to receive a pro rata share of 1,370,679
shares of the Company's common stock and approximately $1,300,000 in cash,
subject to certain conditions and adjustments. In connection with the merger
agreement, the Company and CompuTrac entered into a management agreement whereby
RainMaker will manage the business of CompuTrac effective January 1, 2002. The
Company and certain stockholders of CompuTrac also entered into a Stockholders
Agreement whereby the Company obtained a proxy to vote such stockholders' shares
in favor of the proposed merger and an option to purchase such stockholders'
shares upon certain events.

The Company expects to continue to pursue strategic acquisitions. These
acquisitions have been, and are expected to continue to be, financed in a number
of ways. Management believes, subject to the conditions of the financial
markets, that it should be able to continue its program of acquisitions. These
acquisitions could present challenges to the Company's management, such as
integrating and incorporating new operations, product lines, technologies and
personnel. If the Company's management is unable to manage these challenges, the
Company's business, financial condition or results of operations could be
materially adversely affected. Any acquisition, depending on its size, could
result in significant dilution to the Company's stockholders. Furthermore, there
can be no assurance that any acquired products will gain acceptance in the
Company's markets.

The Company has experienced significant fluctuations in its quarterly operating
results and anticipates such fluctuations in the future. Quarterly revenues and
operating results depend on the volume and timing of orders received during the
quarter which are difficult to forecast. Large orders for the Company's products
often have a lengthy sales cycle while the customer evaluates and receives
approvals for the purchase of the products. Accurately predicting the sales
cycle of any large order may be difficult. If one or more large orders fail to
close as forecasted in a fiscal quarter, the Company's revenues and operating
results could be materially adversely affected. In addition, the Company
typically receives a substantial portion of its product orders in the last month
of the quarter. Orders are shipped as received and, as a result, the Company
often has little or no backlog except for support and service revenue. The
Company acknowledges the potential adverse impact that such fluctuations and
general economic uncertainty could have on its ability to maintain liquidity and
raise additional capital.

                                       12
<PAGE>
The Company's future financial performance is also dependent in large part on
the successful development, introduction, and customer acceptance of new and
enhanced versions of its software products. Due to the rapid change in vendor
hardware platforms, operating systems, and updated versions, the complexity and
expense of developing, testing, and maintaining the Company's products has
increased. The Company intends, as it has in the past, to fund this development
primarily from its cash from operations and bank debt. There can be no assurance
that these efforts will be successful or result in significant product
enhancements.

Subject to the foregoing, the Company believes that based on the level of
operating revenue, cash on hand, and available bank debt, it has sufficient
capital to finance its ongoing business.


 CRITICAL ACCOUNTING POLICIES

The Company has identified the policies below as critical to the Company's
business operations and the understanding of the Company's results of
operations. The impact and any associated risks related to these policies on the
Company's business operations is discussed in Management's Discussion and
Analysis of Financial Condition and Results of Operations where such policies
affect the Company's reported and expected financial results. For a detailed
discussion on the application of these and other accounting policies, see Note A
in the Notes to the Consolidated Financial Statements in Item 14 of the
Company's Annual Report on Form 10-K. Note that the Company's preparation of the
Annual Report on Form 10-K requires us to make estimates and assumptions that
affect the reported amount of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the Company's financial statements, and
the reported amounts of revenue and expenses during the reporting period. There
can be no assurance that actual results will not differ from those estimates.

Revenue recognition. The Company recognizes revenue in accordance with the
American Institute of Certified Public Accountants (AICPA) Statement of Position
("SOP") 97-2, "Software Revenue Recognition," and SOP 98-9 "Modification of SOP
97-2, Software Revenue Recognition, With Respect to Certain Transactions".
Revenue is recognized when all of the following are met: pervasive evidence of
an arrangement exists; delivery has occurred; the vendor's fee is fixed and
determinable; and collectibility is probable. For multiple-element license
arrangements, the license fee is allocated to the various elements based on fair
value. When a multiple-element arrangement includes rights to a post-contract
customer support, the portion of the license fee allocated to such support is
recognized ratably over the term of the arrangement. For arrangements to deliver
software that requires significant modification or customization, revenue is
recognized on the percentage-of-completion method.

Computer hardware revenue is recognized upon shipment of product to the client.

Service revenues include post-contract client support, consulting, and training
support. Post-contract client support is generally provided under self-renewing
maintenance agreements. Revenue on these maintenance agreements is recognized
ratably over the contract term. Consulting and training services revenue is
recognized in the period the service is rendered.

Based on the Company's reading and interpretation of these SOPs, the Company
believes that its current sales contract terms and business arrangements have
been properly reported. However, the AICPA and its Software Revenue Recognition
Task Force continue to issue interpretations and guidance for applying the
relevant standards to a wide range of sales contract terms and business
arrangements that are prevalent in the software industry. Also, the Securities
and Exchange Commission (SEC) has issued Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements," which provides guidance related
to revenue recognition based on interpretations and practices followed by the
SEC. Future interpretations of existing accounting standards or changes in the
Company's business practices could result in future changes in its revenue
accounting policies that could have a material adverse effect on its business,
financial condition and results of operations.

                                       13
<PAGE>
The Company's revenue recognition policy is significant because the Company's
revenue is a key component of its results of operations. In addition, the
Company's revenue recognition determines the timing of certain expenses, such as
commissions and license costs. The Company follows very specific and detailed
guidelines in measuring revenue; however, certain judgments affect the
application of the Company's revenue policy. Revenue results are difficult to
predict, and any shortfall in revenue or delay in recognizing revenue could
cause the Company's operating results to vary significantly from quarter to
quarter and could result in future operating losses.

Software. The Company accounts for the costs of computer software developed in
accordance with Statement of Financial Accounting Standard No. 86. Accordingly,
the costs of purchased software, and of that software developed internally (once
technological feasibility is established) associated with coding new
applications or modules and enhancing and porting existing applications
software, are capitalized. Amortization of these costs is based on the greater
of the charge resulting from the application of either the straight-line method
over five years or the proportion of current sales to estimated future revenues
of each product. The Company periodically reviews the carrying value of its
software to determine whether an impairment exists. Relevant cash flow and
profitability information, including estimated future operating results, trends,
and other available information are considered in assessing whether the carrying
value of the software can be recovered. If it is determined that the carrying
value of the software will not be recovered from the undiscounted cash flows,
the carrying value of the software would be considered impaired and reduced by a
charge to operations in the amount of the impairment. An impairment charge is
measured as any deficiency in the amount of undiscounted future cash flows
available to recover the carrying value related to the software. Future adverse
changes in market conditions could result in an inability of the Company to
recover the carrying value of the software, thereby possibly requiring an
impairment charge in the future.

Acquired software and other acquired intangibles. The Company's business
acquisitions typically result in goodwill and other intangible assets, which
affect the amount of future period amortization expense and possible impairment
expense that the Company will incur. The determination of the value of such
intangible assets requires management to make estimates and assumptions that
affect the Company's consolidated financial statements.


CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

ASA is heavily dependent on the software industry and changes in the industry
could harm ASA's business and operating results.

The software industry is subject to economic cycles and has in the past
experienced, and is likely in the future to experience, recessionary periods. In
particular, many sectors of the software industry are currently experiencing the
effects of a downturn in economic conditions. This downturn is leading to
reduced demand for the services provided by software companies like ASA. These
changes in demand and in economic conditions have resulted and may continue to
result in customer cancellation or rescheduling of orders, which could affect
ASA's results of operations. In addition, a protracted general recession in the
software industry could have a material adverse effect on ASA's business,
financial condition and results of operations.

ASA's operating results may fluctuate substantially, which may cause its stock
price to fall.

ASA's quarterly and annual results of operations have varied in the past, and
ASA's operating results may vary significantly in the future due to a number of
factors including, but not limited to, the following:

o    timing of orders from major customers;

o    mix of products and services;

o    pricing and other competitive pressures;

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<PAGE>
o    delays in new product development, which could cause ASA to be unable to
     meet customer delivery schedules;

o    economic conditions in the software industry; and

o    ASA's ability to time expenditures in anticipation of future revenues.

ASA is subject to risks associated with acquisitions, and these risks could harm
ASA's operating results and cause its stock price to decline.

ASA has historically pursued a strategy of growth through acquisitions. These
acquisitions have primarily involved acquisitions of entire companies.
Acquisitions of companies and businesses and expansion of operations involve
certain risks, including the following:

o    the potential inability to successfully integrate acquired operations,
     product lines, technologies, personnel and businesses or to realize
     anticipated synergies, economies of scale or other value;

o    diversion of management's attention;

o    difficulties in coordinating management of operations at new sites;

o    difficulties associated with managing and integrating operations in distant
     geographic locations;

o    the possible need to restructure, modify or terminate customer
     relationships of the acquired company; and

o    loss of key employees of acquired operations.

ASA may experience problems in integrating operations previously acquired by ASA
or operations associated with any future acquisition. ASA cannot assure you that
any recent or future acquisition will result in a positive contribution to ASA's
results of operations. In particular, the successful combination of ASA with any
business ASA acquires in the future will require substantial effort for each
company, including the integration and coordination of marketing and sales
efforts. The diversion of the attention of management and any difficulties
encountered in the transition process, including the interruption of, or a loss
of momentum in, the activities of any future acquisition, problems associated
with integration of management information and reporting systems, and delays in
implementation of consolidation plans, could harm ASA's ability to realize the
anticipated benefits of any future acquisition. Any failure by ASA to realize
the anticipated benefits of its acquisitions could harm its business, financial
condition and operating results, and could cause the price of ASA's common stock
to decline. In addition, future acquisitions may result in significantly
dilutive issuances of equity securities, the incurrence of additional debt,
large one-time write-offs and the creation of goodwill or other intangible
assets that could result in amortization expense or impairment charges. These
factors could harm ASA's business, financial condition and operating results and
cause the price of ASA's common stock to decline.

Some executive officers and key personnel are critical to ASA's business and
these officers and key personnel may not remain with ASA in the future.

ASA's success depends upon the continued service of some executive officers and
other key personnel. Generally, ASA's employees are not bound by employment or
non-competition agreements, and there can be no assurance that ASA will retain
its officers and key employees. If ASA loses the services of Alfred C. Angelone,
chairman and chief executive officer of ASA, or one or more of its other
executive officers or key employees, or if one or more of these individuals
decides to join a competitor or otherwise compete with ASA, ASA's business,
operating results and financial condition could be seriously harmed.

ASA may need additional capital in the future, which may not be available.

ASA has entered into a revolving demand loan agreement with a bank for up to
$1,500,000 (which cannot exceed 80% of qualified accounts receivables), bearing
interest at a rate approximating prime minus .5%, which extends through June 30,
2002. The revolving demand loan is subject to certain terms and conditions,
including maintenance of a stated tangible net worth, stated debt service
coverage and debt to

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<PAGE>
tangible net worth ratios. Payment of dividends is prohibited under the terms of
the agreement. Borrowings are secured by the personal property of ASA. Although
ASA has no indebtedness under the revolving demand loan agreement, ASA may need
to borrow money in the future. If ASA is unable to borrow under the agreement,
ASA may be unable to raise sufficient additional capital when needed, on
favorable terms, or at all. If ASA's borrowings under the agreement are
insufficient, the agreement includes provisions and covenants that would
restrict ASA's ability to incur further indebtedness. If ASA's capital resources
are insufficient to meet future capital requirements, ASA will have to raise
additional funds. The sale of equity or convertible debt securities in the
future may be dilutive to ASA's stockholders. If ASA is unable to obtain
adequate funds on reasonable terms, ASA may be required to curtail operations
significantly or to obtain funds by entering into financing agreements on
unattractive terms.

ASA may need to refinance its headquarters in the future, which may not be
possible.

ASA has a mortgage related to its corporate headquarters in Framingham,
Massachusetts. The mortgage note, in the original amount of $3,000,000 with
interest at 7.24% for 10 years, provides for monthly principal and interest
payments of $20,445 through October 2008 with a final payment of approximately
$2,638,000 plus interest. If ASA's capital resources are insufficient to meet
the monthly or final payment obligations, ASA will have to raise additional
funds or relocate its headquarters, which may not be possible on attractive or
reasonable terms.

ASA's operating results are subject to fluctuations.

ASA has historically experienced significant fluctuations in its quarterly
operating results and anticipates such fluctuations in the future. ASA's
quarterly revenues and operating results depend on the volume and timing of
orders received during the quarter, which are difficult to forecast. Large
orders for ASA's products often have a lengthy sales cycle while the customer
evaluates and receives approvals for the purchase of the products. Accurately
predicting the sales cycle of any large order may be difficult. If one or more
large orders fail to close as forecasted in a fiscal quarter, ASA's revenues and
operating results could be materially adversely affected. In addition, ASA
typically receives a substantial portion of its product orders in the last month
of a quarter. Orders are shipped as received and, as a result, ASA often has
little or no backlog except for support and service revenue. Such fluctuations
and general economic uncertainty could have a material adverse impact on ASA's
ability to maintain liquidity and raise additional capital.

Failure to manage ASA's growth may seriously harm its business.

ASA's business has grown in recent years through both internal expansion and
acquisitions, and continued growth may cause a significant strain on ASA's
infrastructure and internal systems. To manage ASA's growth effectively, ASA
must continue to improve and expand its management information systems. Future
acquisitions could place additional strains on ASA's management infrastructure.
If ASA is unable to manage growth effectively, its results of operations could
be harmed.

The trading price of ASA's common stock may be volatile.

The trading prices of ASA's common stock has been and could in the future be
subject to significant fluctuations in response to variations in quarterly
operating results, developments in the software industry, changes in general
economic conditions and economic conditions in the software industry changes in
securities analysts' recommendations regarding ASA's securities, and other
factors. In addition, the stock market in recent years has experienced
significant price and volume fluctuations which have affected the market prices
of technology companies and which have been unrelated to or disproportionately
impacted by the operating performance of those companies. These broad market
fluctuations may cause the market price of ASA's common stock to decline.

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<PAGE>
Item 3.  Quantitative And Qualitative Disclosure About Market Risk
         ---------------------------------------------------------

The Company is exposed to the impact of interest rate changes and investment
changes.

Interest Rate Risk. The Company's exposure to market rate risk for changes in
interest rates relates primarily to the Company's cash equivalent investments.
The Company has not used derivative financial instruments. The Company invests
certain of its excess cash in short-term floating rate instruments and senior
secured floating rate loan funds which carry a degree of interest rate risk.
These instruments may produce less income than expected if interest rates fall.

Investment Risk. The Company has invested, and may invest in the future, in
equity instruments of privately held companies for business and strategic
purposes. These investments are included in other long-term assets and are
accounted for under the cost method when ownership is less than 20%. For these
non-quoted investments, the Company's policy is to regularly review the
assumptions underlying the operating performance and cash flow forecasts in
assessing the carrying values. The Company identifies and records impairment
losses on long-lived assets when events or circumstances indicate that such
assets might be impaired.

                                       17
<PAGE>
                                     PART II

                                OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

         (a)      Exhibits - None

         (b)      Reports on Form 8-K - The Registrant filed one Current Report
                  on Form 8-K during the quarter ended March 31, 2002. On
                  January 15, 2002, the Registrant filed a Form 8-K reporting
                  under Item 5 the execution of an Agreement and Plan of Merger,
                  dated as of January 3, 2002, pursuant to which the Registrant
                  will acquire CompuTrac, Inc. The Registrant also reported in
                  the same Form 8-K that the Registrant and CompuTrac entered
                  into a management agreement whereby RainMaker Software, Inc.,
                  a wholly owned subsidiary of the Registrant, will manage the
                  business of CompuTrac effective January 1, 2002, and that the
                  Registrant and certain stockholders of CompuTrac also entered
                  into a Stockholders Agreement whereby the Registrant obtained
                  a proxy to vote such stockholders' shares in favor of the
                  proposed merger and an option to purchase such stockholders'
                  shares upon certain events.


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                                   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.



                                        ASA International Ltd.
                                        ----------------------
                                            (Registrant)




May 15, 2002                            /s/ Alfred C. Angelone
-------------                           ------------------------
(Date)                                        (Signature)
                                           Alfred C. Angelone
                                        Chief Executive Officer





May 15, 2002                            /s/ Terrence C. McCarthy
-------------                           ------------------------
(Date)                                         (Signature)
                                           Terrence C. McCarthy
                                        Vice President, Secretary, and Treasurer



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