SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    Form 10-Q



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


For Quarter Ended:  September 30, 2001         Commission File Number:  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 September 30, 2001, there were 2,982,397 shares of Common Stock of the
Registrant outstanding.

<PAGE>
                                     PART I

                              FINANCIAL INFORMATION

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

                 ASA INTERNATIONAL LTD. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                     September 30,  December 31,
                                                         2001            2000
                                                     -----------     -----------
                                                     (Unaudited)
          ASSETS

<S>                                                  <C>             <C>
CURRENT ASSETS:
  Cash and cash equivalents                          $ 3,772,117     $ 1,178,048
  Marketable securities                                   24,310          25,713
  Receivables - net                                    2,571,069       3,219,020
  Other current assets                                   975,395       1,133,042
  Assets held for future transactions                       --         2,720,000
                                                     -----------     -----------

TOTAL CURRENT ASSETS                                   7,342,891       8,275,823
                                                     -----------     -----------

PROPERTY AND EQUIPMENT:
  Land and building                                    4,255,398       4,255,398
  Computer equipment                                   2,143,901       2,065,400
  Office furniture and equipment                         996,322         996,322
  Leasehold improvements                                 115,846         115,846
  Vehicles                                               445,072         436,097
                                                     -----------     -----------

                                                       7,956,539       7,869,063
  Accumulated depreciation and amortization            3,573,790       3,247,748
                                                     -----------     -----------

NET PROPERTY AND EQUIPMENT                             4,382,749       4,621,315
                                                     -----------     -----------

OTHER ASSETS:
  Software (less cumulative amortization
  of $4,643,626 and $4,207,899)                        2,115,318       2,721,645

  Note Receivable
    (face value of $1,700,000
    and related fees of $144,965)                      1,844,965       1,700,000

  Other Assets                                         1,877,175       1,282,609
                                                     -----------     -----------

TOTAL OTHER ASSETS                                     5,831,458       5,704,254
                                                     -----------     -----------

                                                     $17,563,098     $18,601,392
                                                     ===========     ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

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

<TABLE>
<CAPTION>
                                                           September 30,    December 31,
                                                               2001            2000
                                                           -----------     -----------
                                                           (Unaudited)

          LIABILITIES AND SHAREHOLDERS' EQUITY

<S>                                                       <C>             <C>
CURRENT LIABILITIES:
  Accounts payable                                        $    364,321    $    676,751
  Accrued expenses                                           2,295,176       2,609,027
  Customer deposits                                            268,402         399,819
  Deferred revenue                                             490,254         658,941
  Current portion of mortgage notes payable                     58,959          72,049
                                                          ------------    ------------

TOTAL CURRENT LIABILITIES                                    3,477,112       4,416,587
                                                          ------------    ------------

MORTGAGE NOTES PAYABLE, NET OF
  CURRENT PORTION                                            3,701,561       3,744,126
                                                          ------------    ------------

DEFERRED TAXES                                                 725,000         725,000
                                                          ------------    ------------

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                                 7,931,500       7,931,506
  Retained earnings                                          5,105,862       5,160,708
  Accumulated other comprehensive loss:
  Unrealized loss on marketable securities                      (4,590)         (3,188)
                                                          ------------    ------------

                                                            13,077,881      13,134,135
  Less: treasury stock, at cost                              3,418,456       3,418,456
                                                          ------------    ------------

TOTAL SHAREHOLDERS' EQUITY                                   9,659,425       9,715,679
                                                          ------------    ------------

                                                          $ 17,563,098    $ 18,601,392
                                                          ============    ============
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

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

<TABLE>
<CAPTION>
                                         Three Months Ended
                                            September 30,
                                      -------------------------
                                          2001          2000
                                      -------------------------
                                             (Unaudited)
<S>                                   <C>           <C>
REVENUE
   Product licenses                   $ 1,288,891   $ 1,519,127
   Services                             2,504,085     3,089,796
   Computer and add-on hardware           208,262       366,086
                                      -----------   -----------

NET REVENUE                             4,001,238     4,975,009
                                      -----------   -----------

COST OF REVENUE
   Product licenses and development       728,888     1,239,498
   Services                             1,339,443     2,131,706
   Computer and add-on hardware           180,540       346,220
                                      -----------   -----------

TOTAL COST OF REVENUE                   2,248,871     3,717,424
                                      -----------   -----------

EXPENSES
   Marketing and sales                    652,935     1,447,784
   General and administrative             938,440       918,713
   Amortization of goodwill                  --           4,511
                                      -----------   -----------

TOTAL EXPENSES                          1,591,375     2,371,008
                                      -----------   -----------

EARNINGS (LOSS) FROM OPERATIONS           160,992    (1,113,423)

INTEREST INCOME (EXPENSE) - NET            81,586       (36,855)
OTHER INCOME - NET                         83,321     6,779,855
EQUITY IN LOSS FROM AFFILIATE                --         (54,473)
                                      -----------   -----------

EARNINGS BEFORE INCOME TAXES              325,899     5,575,104

INCOME TAX EXPENSE                        131,000     2,440,000
                                      -----------   -----------

NET EARNINGS                          $   194,899   $ 3,135,104
                                      ===========   ===========

EARNINGS PER COMMON SHARE:
BASIC                                 $      0.07   $      1.01
                                      ===========   ===========

DILUTED                               $      0.06   $      0.95
                                      ===========   ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

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

<TABLE>
<CAPTION>
                                           Nine Months Ended
                                             September 30,
                                      ----------------------------
                                           2001            2000
                                      ----------------------------
                                              (Unaudited)

<S>                                   <C>             <C>
REVENUE
   Product licenses                   $  2,934,624    $  4,321,992
   Services                              7,936,969       9,965,685
   Computer and add-on hardware            988,364       1,036,451
                                      ------------    ------------

NET REVENUE                             11,859,957      15,324,128
                                      ------------    ------------

COST OF REVENUE
   Product licenses and development      2,400,921       3,734,134
   Services                              4,146,576       6,232,471
   Computer and add-on hardware            773,659         883,066
                                      ------------    ------------

TOTAL COST OF REVENUE                    7,321,156      10,849,671
                                      ------------    ------------

EXPENSES
   Marketing and sales                   2,549,103       3,975,132
   General and administrative            2,483,178       2,726,397
   Amortization of goodwill                   --            13,534
                                      ------------    ------------
TOTAL EXPENSES                           5,032,281       6,715,063
                                      ------------    ------------

LOSS FROM OPERATIONS                      (493,480)     (2,240,606)

INTEREST INCOME (EXPENSE) - NET            185,015         (48,028)
OTHER INCOME - NET                         217,619       7,100,645
EQUITY IN LOSS FROM AFFILIATE                 --          (977,331)
                                      ------------    ------------

EARNINGS (LOSS) BEFORE INCOME TAXES        (90,846)      3,834,680

INCOME TAX EXPENSE (BENEFIT)               (36,000)      1,791,000
                                      ------------    ------------

NET EARNINGS (LOSS)                   $    (54,846)   $  2,043,680
                                      ============    ============

EARNINGS (LOSS) PER COMMON SHARE:
BASIC                                 $      (0.02)   $       0.65
                                      ============    ============

DILUTED                               $      (0.02)   $       0.61
                                      ============    ============
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

<PAGE>
                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)

<TABLE>
<CAPTION>
                                                           Three Months Ended         Nine Months Ended
                                                              September 30,             September 30,
                                                        ------------------------   ------------------------
                                                            2001         2000          2001         2000
                                                        ------------------------   ------------------------
                                                               (Unaudited)               (Unaudited)

<S>                                                     <C>           <C>          <C>           <C>
NET EARNINGS (LOSS)                                     $  194,899    $3,135,104   $  (54,846)   $2,043,680
OTHER COMPREHENSIVE INCOME (LOSS)
   NET OF INCOME TAX:
      Foreign currency translation                            --          13,745         --          10,968
      Unrealized gain (loss) on marketable securities       (2,210)        4,646       (1,402)       27,328
                                                        ----------    ----------   ----------    ----------

COMPREHENSIVE EARNINGS (LOSS)                           $  192,689    $3,153,495   $  (56,248)   $2,081,976
                                                        ==========    ==========   ==========    ==========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

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

<TABLE>
<CAPTION>
                                                                                        Nine Months Ended
                                                                                          September 30,
                                                                                   --------------------------
                                                                                       2001           2000
                                                                                   --------------------------
                                                                                     (Unaudited)

<S>                                                                                <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Earnings (Loss)                                                              $   (54,846)   $ 2,043,680
                                                                                   -----------    -----------

  Adjustments to reconcile net loss to net cash provided by (used for) operating
  activities:
  Depreciation and amortization                                                        941,770      1,521,724
  Changes in assets and liabilities                                                   (390,792)     1,842,187
  Gain of Sale of Product Line                                                            --       (6,779,855)
                                                                                   -----------    -----------

  Total adjustments                                                                    550,978     (3,415,944)
                                                                                   -----------    -----------

  Net cash provided by (used for) operating activities                                 496,132     (1,372,264)
                                                                                   -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property and equipment                                                  (87,476)      (307,385)
  Additions to software                                                                 (9,400)      (452,920)
  Net cash received from divestiture                                                      --        1,696,916
  Decrease (increase) in sales-type leases                                              81,932       (207,776)
  Reductions (additions) in assets held for future transactions                      2,720,000     (2,720,000)
  Reduction in securities                                                                 --        3,363,315
  Other assets                                                                        (551,458)       283,479
                                                                                   -----------    -----------

  Net cash provided by investing activities                                          2,153,598      1,655,629
                                                                                   -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Decrease in long-term debt                                                           (55,661)      (120,011)
  Decrease in long-term liabilities                                                       --          (53,478)
  Purchase of treasury stock                                                              --         (624,409)
  Issuance of common stock                                                                --          131,383
                                                                                   -----------    -----------

  Net cash used for financing activities                                               (55,661)      (666,515)
                                                                                   -----------    -----------

EFFECT OF EXCHANGE RATES ON CASH
  AND CASH EQUIVALENTS                                                                    --           (3,002)
                                                                                   -----------    -----------

CASH AND CASH EQUIVALENTS:
  Net increase (decrease)                                                            2,594,069       (386,152)
  Balance, beginning of period                                                       1,178,048      2,297,364
                                                                                   -----------    -----------

  Balance, end of period                                                           $ 3,772,117    $ 1,911,212
                                                                                   ===========    ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

<PAGE>
                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)



SUPPLEMENTAL CASH FLOW INFORMATION

NON-CASH INVESTING AND FINANCING ACTIVITIES:

In April 2001, the Company recorded accrued interest receivable on a note
receivable which totaled $144,965.





See Notes to Condensed Consolidated Financial Statements.

<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 generally accepted accounting principles. 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, all of which are of a normal recurring nature necessary for a fair
presentation of the Company's results of operations for the three and nine
months ended September 30, 2001 and September 30, 2000, respectively.

The results disclosed in the Condensed Consolidated Statement of Operations for
the three and nine months ended September 30, 2001 are not necessarily
indicative of the results expected for the full year.

Certain reclassifications have been made to the financial statements to conform
with the 2001 presentation.


Note 2 - Earnings (Loss) per Share

The weighted average number of common shares outstanding used in the computation
of earnings (loss) per share is summarized as follows:

<TABLE>
<CAPTION>
                                                Three Months Ended        Nine Months Ended
                                                   September 30,            September 30,
                                               ---------------------   ----------------------
                                                 2001        2000        2001         2000
                                               ---------   ---------   ---------    ---------

<S>                                            <C>         <C>         <C>          <C>
Denominator for basic earnings per share -
   weighted average shares                     2,982,397   3,107,266   2,982,397    3,152,387

Effect of dilutive securities:
  Employee stock options                          46,528     177,418        --        192,981
                                               ---------   ---------   ---------    ---------

Denominator for diluted earnings per share -
  adjusted weighted average shares and
  assumed conversions                          3,028,925   3,284,684   2,982,397    3,345,368
                                               =========   =========   =========    =========


Basic earnings (loss) per share                $    0.07   $    1.01   $   (0.02)   $    0.65
                                               =========   =========   =========    =========

Diluted earnings (loss) per share              $    0.06   $    0.95   $   (0.02)   $    0.61
                                               =========   =========   =========    =========
</TABLE>

The following table summarizes securities, which were outstanding as of
September 30, 2001 and 2000 but not included in the calculation of diluted
earnings (loss) per share because such shares are antidilutive:

<TABLE>
<CAPTION>
                             Three Months Ended    Nine Months Ended
                               September 30,          September 30,
                            -------------------    ------------------
                              2001       2000        2001      2000
                            -------     -------    -------    -------

<S>                         <C>          <C>       <C>           <C>
Employee Stock Options      122,580      7,826     122,563       -
</TABLE>

<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

                              Third Quarter of 2001
                                   compared to
                              Third Quarter of 2000

<TABLE>
<CAPTION>
                               ---------------   ---------------------
                                   Revenue       Increase / (Decrease)
                               ---------------   ---------------------
                                2001     2000     Amount    Percentage
                               ------   ------   --------   ----------

<S>                            <C>      <C>       <C>         <C>
Product licenses               $1,289   $1,519    $ (230)      (15%)
Services                        2,504    3,090      (586)      (19%)
Computer and add-on hardware      208      366      (158)      (43%)
                               ------   ------    ------

   Net revenue                 $4,001   $4,975    $ (974)      (20%)
                               ======   ======    ======      ====
</TABLE>


REVENUE

Net revenue. The Company designs and develops proprietary enterprise software
for the tire dealer, legal and e-business 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, primarily by its tire systems product line. The Company's total
revenues decreased by approximately $974,000, or 20%, for the quarter ended
September 30, 2001, compared to the quarter ended September 30, 2000. The
Company's enterprise resource planning (ERP) systems product line which was sold
in September 2000, generated approximately $284,000 in revenue for the three
months ended September 2000. Revenue from existing businesses decreased by
approximately $690,000, or 15%, for the period, when compared to the same period
in 2000, and the revenue from the ERP systems product line for the quarter ended
September 30, 2000 is excluded.

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 $230,000, or 15%, for the quarter ended
September 30, 2001, compared to the quarter ended September 30, 2000. Product
license revenue from existing businesses decreased by approximately $203,000, or
14%, for the period, when compared to the same period in 2000, and the product
license revenue from the ERP systems product line of approximately $27,000 for
the same period in 2000 is excluded. A decrease in product license revenue for
the e-business product line was partially offset by increased revenue from the
tire dealer and legal systems product lines from the third quarter of 2000 when
compared to the third quarter of 2001. The decrease in product license revenue
reflects the current slowdown in spending on technology products and services by
businesses throughout the U.S. economy.

<PAGE>
Services. The Company's services revenues are comprised of fees generated from
training, consulting, software modifications, and ongoing client support
provided under self-renewing maintenance agreements. Service revenues decreased
by approximately $586,000, or 19%, for the quarter ended September 30, 2001,
compared to the quarter ended September 30, 2000. Service revenues from existing
businesses decreased by approximately $327,000, or 12%, for the period, when
compared to the same period in 2000, and the service revenue from the ERP
systems product line of approximately $259,000 for the same period in 2000 is
excluded. 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.

Computer and add-on hardware. The Company's hardware revenues are derived from
the resale of third-party hardware products primarily to the Company's tire
systems clients in conjunction with the licensing of the Company's software.
Hardware revenues decreased by approximately $158,000, or 43%, for the quarter
ended September 30, 2001, compared to the same quarter ended September 30, 2000.
Computer and add-on hardware revenues can fluctuate based on the mix of hardware
and ancillary hardware products sold.


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
$511,000, or 41%, for the quarter ended September 30, 2001, compared to the
quarter ended September 30, 2000. 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
$792,000, or 37%, for the quarter ended September 30, 2001, compared to the
quarter ended September 30, 2000. The gross margin percentage for services for
the period increased to approximately 47% from 31% of revenue from services for
the same period in 2000. 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 for the tire systems
product line. Cost of hardware revenues decreased by approximately $166,000, or
48%, for the quarter ended September 30, 2001, compared to the quarter ended
September 30, 2000. The decrease in dollar amount for the cost of hardware
revenues was due primarily to decreased sales of hardware products by the
Company's tire systems product line.

The gross margin percentage for hardware sales increased to 13% for the quarter
ended September 30, 2001, from 5% for the quarter ended September 30, 2000.
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.

<PAGE>
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 $795,000, or 55%, for the quarter ended September 30,
2001, compared to the quarter ended September 30, 2000. The decrease in
marketing and sales expenses reflects decreased sales and marketing expenses
across all product lines and the elimination of the marketing and sales expenses
of the ERP systems product line.

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
increased by approximately $20,000, or 2%, for the quarter ended September 30,
2001, compared to the quarter ended September 30, 2000. The change primarily
reflects increased general and administrative expenses from the e-business,
legal and tire systems product lines and partially offset by the elimination of
the expenses related to the ERP systems product line.

The net earnings for the quarter ended September 30, 2001 was approximately
$195,000, as compared to a net earnings of approximately $3,135,000 for the
quarter ended September 30, 2000. The change results from a decrease in other
income net of approximately $6,697,000, which is partially offset by an increase
in earnings from operations of approximately $1,274,000, an increase in interest
income - net of approximately $118,000, a decrease in loss from the equity in
earnings from affiliate of approximately $54,000 and a decrease in income tax
expense of approximately $2,309,000. Other income - net for the three month
period ended September 30, 2000 included a gain of approximately $6,780,000 on
the sales of the Smart-Time and ERP business.


                              Results of Operations

                      Nine Months Ended September 30, 2001
                                   compared to
                      Nine Months Ended September 30, 2000

<TABLE>
<CAPTION>
                               -----------------------------------------
                                     Revenue       Increase / (Decrease)
                               -----------------   ---------------------
                                 2001      2000     Amount   Percentage
                               -------   -------   --------  ----------

<S>                            <C>       <C>       <C>         <C>
Product licenses               $ 2,935   $ 4,322   $(1,387)     (32%)
Services                         7,937     9,966    (2,029)     (20%)
Computer and add-on hardware       988     1,036       (48)      (5%)
                               -------   -------   -------

   Net revenue                 $11,860   $15,324   $(3,464)     (23%)
                               =======   =======   =======     =====
</TABLE>


REVENUE

Net revenue. The Company's total revenues decreased by approximately $3,464,000,
or 23%, for the nine months ended September 30, 2001, compared to the nine
months ended September 30, 2000. The Company's enterprise resource planning
(ERP) systems product line, which was sold in September 2000, generated
approximately $1,326,000 in revenue for the nine months ended September 30,
2000. Revenue from existing businesses decreased by approximately $2,138,000, or
15%, for the period, when compared to the same period in 2000, and the revenue
from the ERP systems product line for the nine months ended September 30, 2000
is excluded.

<PAGE>
Product licenses. Software license revenues decreased by approximately
$1,387,000, or 32%, for the nine months ended September 30, 2001, compared to
the nine months ended September 30, 2000. Product license revenue from existing
businesses decreased by approximately $1,135,000, or 28%, for the period, when
compared to the same period in 2000, and the product license revenue from the
ERP systems product line of approximately $252,000 for the same period in 2000
is excluded. A decrease in product license revenue for the e-business product
line was partially offset by increased product license revenues for the tire
dealer and legal systems product lines from the nine months ended September 30,
2001 when compared to the nine months ended September 30, 2000.

Services. Service revenues decreased by approximately $2,029,000, or 20%, for
the nine months ended September 30, 2001, compared to the nine months ended
September 30, 2000. Service revenues from existing businesses decreased by
approximately $1,062,000, or 12%, for the period, when compared to the same
period in 2000, and the service revenues from the ERP systems product line of
approximately $967,000 for the same period in 2000 is excluded. 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.

Computer and add-on hardware. Hardware revenues decreased by approximately
$48,000, or 5%, for the nine months ended September 30, 2001, compared to the
same nine months ended September 30, 2000. Hardware revenues from the tire
systems product line increased by approximately $59,000, or 6%, for the period,
when compared to the same period in 2000, and approximately $107,000 in hardware
revenues from the Company's ERP systems product line is excluded. Computer and
add-on hardware revenues can fluctuate based on the mix of hardware and
ancillary hardware products sold.


COST OF REVENUE
---------------

Product licenses and development. Cost of software license revenues and
development decreased by approximately $1,333,000, or 36%, for the nine months
ended September 30, 2001, compared to the nine months ended September 30, 2000.
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. Cost of services decreased by approximately $2,086,000, or 34%, for
the nine months ended September 30, 2001, compared to the nine months ended
September 30, 2000. The decrease in cost of services reflects the reduction in
client requirements for training and consulting service previously noted which
accompanied the decrease in software license revenues. The gross margin
percentage for services for the period increased to approximately 48% from 38%
of revenue from services for the same period in 2000. 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. Cost of hardware revenues decreased by
approximately $109,000, or 12%, for the nine months ended September 30, 2001,
compared to the nine months ended September 30, 2000. The decrease in dollar
amount for the cost of hardware revenues was due primarily to decreased sales of
hardware products by the Company's tire systems product line and the elimination
of the cost of hardware for the ERP systems product line.

The gross margin percentage for hardware sales increased to 22% for the nine
months ended September 30, 2001, from 15% for the nine months ended September
30, 2000. 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.

<PAGE>
EXPENSES
--------

Marketing and sales. Marketing and sales expenses decreased by approximately
$1,426,000, or 36%, for the nine months ended September 30, 2001, compared to
the nine months ended September 30, 2000. The decrease in marketing and sales
expenses reflects decreased sales and marketing expenses from the legal systems
and e-business product lines and the elimination of the marketing and sales
expenses of the ERP systems product line.

General and administrative. General and administrative expenses decreased by
approximately $243,000, or 9%, for the nine months ended September 30, 2001,
compared to the nine months ended September 30, 2000. The change primarily
reflects decreased general and administrative expenses from the legal systems
product line and the elimination of the expenses related to the ERP systems
product line.

The net loss for the nine months ended September 30, 2001 was approximately
$55,000, as compared to net earnings of approximately $2,044,000 for the nine
months ended September 30, 2000. The change results from a decrease in other
income net of approximately $6,883,000 which is partially offset by an increase
in earnings from operations of approximately $1,747,000, an increase in interest
income - net of approximately $233,000, a decrease in loss from the equity in
loss from affiliate of approximately $977,000 and a decrease in income tax
expense of approximately $1,827,000. Other income - net for the nine months
ended September 30, 2000 included a gain of approximately $6,780,000 on the sale
of the Smart-Time and ERP businesses.


                         Liquidity and Capital Resources

The Company had total cash and cash equivalents at September 30, 2001 of
approximately $3,772,000, an increase of approximately $2,594,000 from December
31, 2000. The Company and its subsidiaries had a maximum line of credit totaling
$1,500,000 which was available at September 30, 2001. At September 30, 2001, the
Company had approximately $24,000 invested in marketable securities, which is
approximately the same as the amount invested at December 31, 2000.

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. However
acquisitions create and could create risks and expenses for the Company and
present challenges to the Company's management such as: integration of new
operations, customers, product lines, technologies and personnel; changes
related to the impairment of acquired assets; unanticipated costs or litigation
associated with the acquisitions; retaining employees acquired in acquisitions;
and gaining acceptance of the acquired products in the Company's markets. 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.

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.

<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.


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.


<PAGE>
                                     PART II

                                OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits - None


         (b)  Reports on Form 8-K - None





<PAGE>
                                   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)




November 14, 2001                       /s/ Alfred C. Angelone
-----------------                       ------------------------
(Date)                                       (Signature)
                                        Alfred C. Angelone
                                        Chief Executive Officer





November 14, 2001                       /s/ Terrence C. McCarthy
-----------------                       ------------------------
(Date)                                        (Signature)
                                        Terrence C. McCarthy
                                        Vice President, Secretary, and Treasurer