ASA INTERNATIONAL LTD.
                                 10 Speen Street
                         Framingham, Massachusetts 01701

                                 (508) 626-2727






November 13, 2000





Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

Attention:  Filing Desk

                  RE:  ASA INTERNATIONAL LTD.
                       SEC FILE NO. O-14741


Pursuant to regulations of the  Securities  and Exchange  Commission,  submitted
herewith for filing on behalf of ASA  International  Ltd. (the "Company") is the
Company's  Quarterly  Report on Form 10-Q for the fiscal quarter ended September
30, 2000.

This  filing  is being  effected  by  direct  transmission  to the  Commission's
Operational EDGAR System.

Very truly yours,

ASA INTERNATIONAL LTD.


/s/ Terrence C. McCarthy


Terrence C. McCarthy
Vice President and Treasurer

TCM/mb
<PAGE>
                       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, 2000            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, 2000,  there were  3,015,397  shares of Common Stock of the
Registrant outstanding.

                                      1
<PAGE>
                                     PART I

                              FINANCIAL INFORMATION


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

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

                                                     September 30,   December 31,
                                                        2000            1999
                                                     ------------    -----------
                                                     (Unaudited)
          ASSETS
          ------
<S>                                                  <C>             <C>
CURRENT ASSETS:

   Cash and Cash equivalents                         $ 1,911,212     $ 2,297,364
   Marketable securities                                  29,750       3,365,737
   Receivables - net                                   3,402,396       5,326,722
   Other current assets                                1,029,728       1,289,170
   Net assets of SmartTime division                         --         1,411,240
   Assets held for future transactions                 2,720,000            --
                                                     -----------     -----------

TOTAL CURRENT ASSETS                                   9,093,086      13,690,233

PROPERTY AND EQUIPMENT (less
   depreciation of $3,312,855 and
   $3,092,487, respectively)                           4,724,282       5,070,977

SOFTWARE (less amortization of
   $3,671,324 and $2,822,289, respectively)            5,064,220       6,034,685

COST EXCEEDING NET ASSETS ACQUIRED
   (less amortization of $1,424,989
   and $1,411,455, respectively)                           4,511          18,045

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

OTHER ASSETS                                           1,166,644       1,356,345
                                                     -----------     -----------

                                                     $21,752,743     $27,870,285
                                                     ===========     ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                       2
<PAGE>
                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES
<TABLE>
<CAPTION>
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                     September 30,    December 31,
                                                         2000            1999
                                                     ------------    ------------
                                                      (Unaudited)

          LIABILITIES AND SHAREHOLDERS' EQUITY

<S>                                                  <C>             <C>
CURRENT LIABILITIES:

   Notes payable - bank                              $       --      $    601,527
   Note payable - other                                      --         3,200,000
   Deferred option and license fees                          --         2,460,000
   Accounts payable                                       642,816       1,047,228
   Accrued expenses                                     2,187,085       2,951,257
   Deferred revenue                                       727,686       2,056,600
   Other current liabilities                            1,024,848         629,114
                                                     ------------    ------------

TOTAL CURRENT LIABILITIES                               4,582,435      12,945,726

LONG-TERM OBLIGATIONS, NET OF
   CURRENT MATURITIES                                   3,763,350       3,915,331

LONG-TERM LIABILITES - OTHER                                 --           272,220

DEFERRED TAXES                                          1,578,000         497,000

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
   Common stock                                            45,109          43,845
   Additional paid-in capital                           7,931,506       7,801,387
   Retained earnings                                    7,175,167       5,131,487
   Accumulated other comprehensive income (loss):
   Foreign currency translation                              --           (10,968)
   Unrealized gain (loss) on marketable securities            850         (26,478)
                                                     ------------    ------------

                                                       15,152,632      12,939,273
Less: treasury stock, at cost                           3,323,674       2,699,265
                                                     ------------    ------------

                 Total shareholders' equity            11,828,958      10,240,008
                                                     ------------    ------------
                                                     $ 21,752,743    $ 27,870,285
                                                     ============    ============
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                       3
<PAGE>
                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES
<TABLE>
<CAPTION>
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                            Three Months Ended
                                                September 30,
                                      ----------------------------
                                          2000             1999
                                      ----------------------------
                                               (Unaudited)

<S>                                   <C>              <C>
REVENUE
   Services                           $ 3,089,796      $ 3,233,545
   Product licenses                     1,519,127        1,101,531
   Computer and add-on hardware           366,086          923,533
                                      -----------      -----------

NET REVENUE                             4,975,009        5,258,609
                                      -----------      -----------
 COST OF REVENUE
   Services                             2,131,706        2,350,975
   Product licenses and development     1,239,498          654,992
   Computer and add-on hardware           346,220          733,482
                                      -----------      -----------

TOTAL COST OF REVENUE                   3,717,424        3,739,449
                                      -----------      -----------
EXPENSES
   Marketing and sales                  1,447,784          862,304
   General and administrative             918,713          805,006
   Amortization of goodwill                 4,511           11,032
                                      -----------      -----------

TOTAL EXPENSES                          2,371,008        1,678,342
                                      -----------      -----------

LOSS FROM OPERATIONS                   (1,113,423)        (159,182)

INTEREST EXPENSE - NET                    (36,855)         (32,132)
OTHER INCOME - NET                      6,779,855             --
EQUITY IN LOSS FROM AFFILIATE             (54,473)         (16,828)
                                      -----------      -----------

EARNINGS (LOSS) BEFORE INCOME TAXES     5,575,104         (208,142)

INCOME TAXES (BENEFIT)                  2,440,000         (125,000)
                                      -----------      -----------

NET EARNINGS (LOSS)                   $ 3,135,104      $   (83,142)
                                      ===========      ===========

EARNINGS (LOSS) PER COMMON SHARE:
BASIC                                 $      1.01      $     (0.03)
                                      ===========      ===========

DILUTED                               $      0.95      $     (0.03)
                                      ===========      ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

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

                                             Nine Months Ended
                                               September 30,
                                      -----------------------------
                                          2000             1999
                                      -----------------------------
                                               (Unaudited)

<S>                                   <C>               <C>
REVENUE
   Services                           $  9,965,685      $ 11,077,578
   Product licenses                      4,321,992         4,177,661
   Computer and add-on hardware          1,036,451         3,406,305
                                      ------------      ------------

NET REVENUE                             15,324,128        18,661,544
                                      ------------      ------------
COST OF REVENUE
   Services                              6,232,471         6,907,673
   Product licenses and development      3,734,134         2,729,983
   Computer and add-on hardware            883,066         2,566,531
                                      ------------      ------------

TOTAL COST OF REVENUE                   10,849,671        12,204,187
                                      ------------      ------------

EXPENSES
   Marketing and sales                   3,975,132         3,065,301
   General and administrative            2,726,397         2,637,280
   Amortization of goodwill                 13,534            33,095
                                      ------------      ------------

TOTAL EXPENSES                           6,715,063         5,735,676
                                      ------------      ------------

EARNINGS (LOSS) FROM OPERATIONS         (2,240,606)          721,681

INTEREST EXPENSE - NET                     (48,028)          (80,066)
OTHER INCOME - NET                       7,100,645         3,822,105
EQUITY IN LOSS FROM AFFILIATE             (977,331)          (16,828)
                                      ------------      ------------

EARNINGS BEFORE INCOME TAXES             3,834,680         4,446,892

INCOME TAXES                             1,791,000         2,673,000
                                      ------------      ------------

NET EARNINGS                          $  2,043,680      $  1,773,892
                                      ============      ============

EARNINGS PER COMMON SHARE:
BASIC                                 $       0.65      $       0.55
                                      ============      ============

DILUTED                               $       0.61      $       0.51
                                      ============      ============
</TABLE>


See Notes to Condensed Consolidated Financial Statements.

                                       5
<PAGE>
                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES
<TABLE>
<CAPTION>
            CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)

                                             Three Months Ended            Nine Months Ended
                                                September 30,                 September 30,
                                         -------------------------    -------------------------
                                             2000           1999           2000          1999
                                         -------------------------    -------------------------
                                                (Unaudited)                   (Unaudited)

<S>                                      <C>           <C>            <C>           <C>
NET EARNINGS (LOSS)                      $ 3,135,104   $   (83,142)   $ 2,043,680   $ 1,773,892
  OTHER COMPREHENSIVE INCOME (LOSS)
   NET OF INCOME TAX:
    Foreign currency translation              13,745       (45,409)        10,968       (55,412)
    Unrealized gain (loss) on
     marketable securities                     4,646          --           27,328          --
                                         -----------   -----------    -----------   -----------
COMPREHENSIVE EARNINGS (LOSS)            $ 3,153,495   $  (128,551)   $ 2,081,976   $ 1,718,480
                                         ===========   ===========    ===========   ===========
</TABLE>


See Notes to Condensed Consolidated Financial Statements.

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

                                                               Nine Months Ended
                                                                 September 30,
                                                        -----------------------------
                                                              2000             1999
                                                        -----------------------------
                                                                  (Unaudited)

<S>                                                       <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings                                           $ 2,043,680    $ 1,773,892
                                                          -----------    -----------
   Adjustments to reconcile net earnings
      to net cash used for operating activities:
         Depreciation and amortization                      1,521,724        854,878
         Changes in assets and liabilities                  1,842,187      2,608,003
         Gain on sale of product line                      (6,779,855)    (3,824,420)
                                                          -----------    -----------

             Total adjustments                             (3,415,944)      (361,539)
                                                          -----------    -----------
   Net cash used for operating activities                  (1,372,264)     1,412,353
                                                          -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to property and equipment                       (307,385)      (603,817)
   Additions to software                                     (452,920)       (84,400)
   Reduction in (additions to) marketable securities        3,363,315     (6,220,455)
   Increase in sales-type leases                             (207,776)        (3,051)
   Net cash received from divestiture                       1,696,916      3,437,382
   Additions to assets held for future transactions        (2,720,000)          --
   Other assets                                               283,479        181,061
                                                          -----------    -----------

   Net cash provided by (used for) investing activities     1,655,629     (3,293,280)
                                                          -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Increase in notes payable                                     --        3,200,000
   Decrease in long-term debt                                (120,011)      (119,466)
   Decrease in long-term liabilities                          (53,478)       (27,755)
   Purchase of treasury stock                                (624,409)      (537,349)
   Issuance of common stock                                   131,383          6,383
                                                          -----------    -----------

   Net cash provided by (used for) financing activities      (666,515)     2,521,813
                                                          -----------    -----------
EFFECT OF EXCHANGE RATES ON CASH
   AND CASH EQUIVALENTS                                        (3,002)         3,987
                                                          -----------    -----------

CASH AND CASH EQUIVALENTS:
   Net increase (decrease)                                   (386,152)       644,873
   Balance, beginning of year                               2,297,364      4,262,438
                                                          -----------    -----------

   Balance, end of period                                 $ 1,911,212    $ 4,907,311
                                                          ===========    ===========
</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 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  which  were  of a  normal  recurring  nature  necessary  for a fair
presentation  of the Company's  results of  operations  for the three months and
nine months ended September 30, 2000 and September 30, 1999, respectively.

The results disclosed in the Condensed  Consolidated Statement of Operations for
the three months and nine months ended  September  30, 2000 are not  necessarily
indicative of the results expected for the full year.

Note 2 - Divestitures
---------------------

In September 2000, the Company sold all of its shares of its Italian subsidiary,
ASA Italy S.r.l.,  an Italian  limited  company  ("S.r.l.") to management of the
S.r.l.  for nominal cash  consideration.  In  connection  with the sale,  S.r.l.
acknowledged  and agreed to pay a debt of  approximately  $9,000 incurred by the
Company on behalf of S.r.l.

In August 2000,  the Company  completed  the sale of its  SmartTime  business to
InterPro Business Solutions,  Inc. (formerly InterPro Expense Systems,  Inc.), a
Delaware corporation  ("InterPro").  Pursuant to an Option to Purchase Agreement
dated  August 2, 1999 by and between the  Company,  InterPro,  and ASA  InterPro
SmartTime LLC, a Delaware  limited  liability  company,  InterPro  exercised its
option  to  purchase  the  SmartTime  business  from  the LLC for the  aggregate
purchase  price of  $7,020,000  less the  option  fees paid on August 2, 1999 of
$1,660,000  and $540,000 paid on August 1, 2000. The terms and conditions of the
acquisition under the option are contained in the Asset Purchase Agreement dated
as of August 2, 1999 (the  "Purchase  Agreement").  As set forth in the Purchase
Agreement  and Exhibits,  on August 2, 1999,  InterPro had loaned to the Company
$3,200,000  pursuant to a promissory  note due on or before August 31, 2000 (the
"ASA Note"). Interest of $160,000 on the ASA Note was prepaid to August 1, 2000.
InterPro  completed the  transaction  by paying the remaining  $4,820,000 of the
purchase by (a)  delivering  the ASA Note (valued at  $3,213,151  as a result of
interest  accrued  from August 1 through  August 31,  2000),  and (b) paying the
remainder of $1,606,849 in cash.

Note 3 - Assets Held for Future Transactions
--------------------------------------------

At September  30, 2000,  the Company has  $2,720,000  classified  on the Balance
Sheet as current assets, under the caption, assets held for future transactions,
which are so held for the  purpose  of  seeking  the  ability  to  effectuate  a
like-kind  exchange  pursuant to Section  1031 of the  Internal  Revenue Code of
1986, as amended. This amount represents $7,020,000 in proceeds from the sale of
SmartTime,  net of $4,300,000 in software and intellectual property exchanged in
the Design Data Systems Corporation transaction.

                                       8
<PAGE>
                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES
<TABLE>
<CAPTION>
              Notes to Condensed Consolidated Financial Statements

                                   (Unaudited)

Note 4 - Earnings per Share
---------------------------

The following  table sets forth the  computation  of basic and diluted  earnings
(loss) per share:

                                                           Three Months Ended           Nine Months Ended
                                                             September 30,                September 30,
                                                       --------------------------   -------------------------
                                                           2000          1999           2000          1999
                                                       -----------   ------------   -----------   -----------

<S>                                                    <C>           <C>            <C>           <C>
Numerator:
   Net earnings (loss)                                 $ 3,135,104   $   (83,142)   $ 2,043,680   $ 1,773,892
                                                       ===========   ===========    ===========   ===========

Numerator for diluted earnings (loss) per share -
   net earnings (loss)                                 $ 3,135,104   $   (83,142)   $ 2,043,680   $ 1,773,892
                                                       ===========   ===========    ===========   ===========

Denominator:
   Denominator for basic earnings (loss) per share -
   Weighted average shares                               3,107,266     3,211,562      3,152,387     3,243,270

Effect of dilutive securities:
   Employee stock options                                  177,418           --         192,981       214,627
                                                       -----------   -----------    -----------   -----------
   Denominator for diluted earnings per share -
      adjusted weighted average shares and
      assumed conversions                                3,284,684     3,211,562      3,345,368     3,457,897
                                                       ===========   ===========    ===========   ===========

Basic Earnings (Loss) per share                        $      1.01   $     (0.03)   $      0.65   $      0.55
                                                       ===========   ===========    ===========   ===========


Diluted Earnings (Loss) per share                      $      0.95   $     (0.03)   $      0.61   $      0.51
                                                       ===========   ===========    ===========   ===========
</TABLE>


See Notes to Condensed Consolidated Financial Statements.

                                       9
<PAGE>
                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements

                                   (Unaudited)

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  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,  potential  acquisitions,  and Year 2000 implications.
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.

<TABLE>
<CAPTION>
                              Results of Operations

                              Third Quarter of 2000
                                    compared to
                              Third Quarter of 1999

                                             (000's omitted)
                               ---------------------------------------------
                                     Revenue            Increase/(Decrease)
                               ------------------     ----------------------
                                 2000       1999        Amount    Percentage
                               ------------------     ----------------------

<S>                            <C>        <C>         <C>             <C>
Services                       $ 3,090    $ 3,234     $  (144)        (4%)
Product licenses                 1,519      1,101         418         38%
Computer and add-on hardware       366        924        (558)       (60%)
                               -------    -------     -------

   Net revenue                 $ 4,975    $ 5,259     $  (284)        (5%)
                               =======    =======     =======     =======
</TABLE>

REVENUE
-------

Net revenue.  The Company designs and develops  proprietary  enterprise software
for the tire dealer,  legal, ERP (enterprise  resource  planning) and e-Business
management  software  markets.  The Company  entered the  enterprise  management
software  market in November 1999 with the acquisition of the business of Design
Data Corporation,  a Florida  corporation.  The Company has renamed this product
line, formerly known as SQL*Time,  Khameleon Software.  The Company sold its ERP
business,  which  was based in Italy,  on  September  25,  2000.  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  $284,000, or
5%, for the three months ended  September 30, 2000,  compared to the same period
in 1999. Revenue from existing businesses  increased by approximately  $268,000,
or 6%, for the period, when approximately $552,000 in revenue from the Company's
SmartTime  product  line  for the  three  months  ended  September  30,  1999 is
excluded.

                                       10
<PAGE>
Approximately  $2,422,000 of the change in revenue from  existing  businesses is
from the newly acquired  Khameleon product line for which there is no comparable
amount in 1999.

Product licenses.  The Company's software license revenues are derived primarily
from the  licensing  of the  Company's  enterprise  products.  Software  license
revenues increased by approximately $418,000, or 38%, for the three months ended
September  30,  2000,  compared  to  the  same  period  in  1999.  Approximately
$1,175,000 of the change in product  license  revenue from existing  business is
from the Khameleon product line for which there is no comparable amount in 1999.

Services.  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
$144,000,  or 4%, for the three months ended September 30, 2000, compared to the
same period in 1999.  Service  revenue  from  existing  businesses  increased by
approximately  $379,000,  or 14%, for the three months ended September 30, 2000,
when  compared to the same  period in 1999,  and the  service  revenue  from the
SmartTime product line of approximately  $523,000 for the same period in 1999 is
excluded.  Approximately  $1,247,000  of the  change  in  service  revenue  from
existing  businesses is from the newly acquired Khameleon product line for which
there is no comparable amount in 1999.

Computer and add-on hardware.  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  $558,000,  or 60%, for the three months ended September 30, 2000,
compared to the same period in 1999.  The  decrease in hardware  revenue was due
primarily to decreased  unit sales of hardware  products by the  Company's  tire
systems product line.

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

Product licenses and development.  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 product
license revenues and development  increased by approximately  $585,000,  or 89%,
for the three months ended  September  30, 2000,  compared to the same period in
1999.  Cost of  product  license  and  development  increased  by  approximately
$682,000,  or 122%, for the three months ended  September 30, 2000 when compared
to the same period in 1999,  and the cost of product  licenses  and  development
from the SmartTime product line of approximately  $97,000 for the same period in
1999 is excluded.  Approximately $645,000 of the increase in the cost of product
licenses and development from the Company's existing  businesses is attributable
to the newly  acquired  Khameleon  product line for which there is no comparable
amount in 1999. 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  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 $219,000,
or 9%, for the three  months  ended  September  30,  2000,  compared to the same
period in 1999.  The gross margin  percentage  for services for the three months
ended September 30, 2000 increased to approximately  31% from  approximately 27%
for the same period in 1999.  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  consists  primarily of
the costs of third-party hardware products.  Cost of hardware revenues decreased
by  approximately  $387,000,  or 53%, for the three months ended  September  30,
2000, compared to the same period in 1999. The decrease in dollar amount for the
cost of hardware  revenues for the three months ended September 30, 2000 was due
primarily to decreased  unit sales of hardware  products by the  Company's  tire
systems product line.

                                       11
<PAGE>
The gross margin percentage for hardware sales decreased to approximately 5% for
the three months ended  September 30, 2000, from 20% in the same period in 1999.
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.  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  increased by  approximately
$585,000, or 68%, for the three months ended September 30, 2000, compared to the
same period in 1999.  The change in marketing  and sales  expenses  reflects the
increased  sales  and  marketing  expenses  from the  newly  acquired  Khameleon
Software product line,  partially offset by the elimination of the marketing and
sales  expenses  related  to the  SmartTime  product  line,  and a  decrease  in
marketing and sales expenses in the tire systems product line.

General  and  administrative.   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  $114,000,  or 14%, for the three months ended September 30, 2000,
compared to the same period in 1999.  The change  primarily  reflects  increased
general and  administrative  expenses  from the tire and legal  systems  product
lines and from the newly acquired  Khameleon  Software  product line,  partially
offset by the  elimination  of the marketing and sales  expenses  related to the
SmartTime product line, and a decrease in general and administrative  expense in
the Company's ERP product line.

Net earnings for the three months  ended  September  30, 2000 was  approximately
$3,135,000,  as  compared  to a net loss of  approximately  $83,000 for the same
period in 1999. The change primarily  results from a net gain on the sale of the
SmartTime and ERP businesses of approximately $6,780,000,  partially offset by a
decrease in earnings from operations of approximately  $954,000,  an increase in
interest expense-net of approximately $5,000, an increase in equity in loss from
affiliate of $38,000, and an increase in income taxes of $2,565,000.

                                       12
<PAGE>
                                     Item 2
                                  - continued -

                              Results of Operations
<TABLE>
<CAPTION>
                              Nine Months Ended September 30, 2000
                                          compared to
                              Nine Months Ended September 30, 1999

                                             (000's omitted)
                               ---------------------------------------------
                                     Revenue            Increase/(Decrease)
                               ------------------     ----------------------
                                 2000       1999        Amount    Percentage
                               ------------------     ----------------------


<S>                            <C>         <C>          <C>             <C>
Services                       $  9,966    $ 11,078     $ (1,112)       (10%)
Product licenses                  4,322       4,178          144          3%
Computer and add-on hardware      1,036       3,406       (2,370)        (70%)
                               --------    --------     --------

   Net revenue                 $ 15,324    $ 18,662     $ (3,338)       (18%)
                               ========    ========     ========        =====
</TABLE>


Net revenue. The Company's total revenues decreased by approximately $3,338,000,
or 18%,  for the nine months  ended  September  30,  2000,  compared to the same
period in 1999.  Revenue from  existing  businesses  increased by  approximately
$291,000,  or 2%, for the period, when approximately  $3,629,000 in revenue from
the  Company's  SmartTime  product line for the nine months ended  September 30,
1999 is  excluded.  Approximately  $6,302,000  of the  change  in  revenue  from
existing  businesses is from the newly acquired Khameleon product line for which
there is no comparable amount in 1999.

Product licenses. Software license revenues increased by approximately $144,000,
or 3%, for the nine months ended September 30, 2000, compared to the same period
in  1999.  Product  license  revenue  from  existing  businesses   increased  by
approximately  $602,000,  or 16%, for the nine months ended  September 30, 2000,
when compared to the same period in 1999, and the product  license  revenue from
the SmartTime product line of approximately $458,000 for the same period in 1999
is excluded.  Approximately  $2,397,000 of the change in product license revenue
from existing  business is from the Khameleon product line for which there is no
comparable amount in 1999.

Services.  Service revenues decreased by approximately  $1,112,000,  or 10%, for
the nine months ended  September 30, 2000,  compared to the same period in 1999.
Service revenue from existing businesses increased by approximately  $1,858,000,
or 23%,  for the nine months  ended  September  30,  2000,  compared to the same
period in 1999,  and the service  revenue  from the  SmartTime  product  line of
approximately $2,970,000 for the same period in 1999 is excluded.  Approximately
$3,904,000 of the change in service revenue from existing businesses is from the
newly acquired Khameleon product line for which there is no comparable amount in
1999.

Computer and add-on  hardware.  Hardware  revenues  decreased  by  approximately
$2,370,000,  or 70%, for the nine months ended  September 30, 2000,  compared to
the same period in 1999.  The decrease in hardware  revenue was due primarily to
decreased unit sales of hardware  products by the Company's tire systems product
line.

                                       13
<PAGE>
COST OF REVENUE
---------------

Product  licenses  and  development.   Cost  of  product  license  revenues  and
development increased by approximately  $1,004,000,  or 37%, for the nine months
ended  September 30, 2000,  compared to the same period in 1999. Cost of product
license and development increased by approximately  $1,821,000,  or 95%, for the
nine months ended  September  30, 2000 when compared to the same period in 1999,
and the cost of product licenses and development from the SmartTime product line
of approximately $817,000 for the same period in 1999 is excluded. Approximately
$2,111,000 of the increase in the cost of product  licenses and development from
the  Company's  existing  businesses  is  attributable  to  the  newly  acquired
Khameleon product line for which there is no comparable amount in 1999. 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 $675,000, or 10%, for the
nine months ended  September 30, 2000,  compared to the same period in 1999. The
gross margin  percentage  for services for the nine months ended  September  30,
2000 decreased to approximately  37% from  approximately 38% for the same period
in 1999. 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  $1,683,000, or 66%, for the nine months ended September 30, 2000,
compared to the same period in 1999.  The decrease in dollar amount for the cost
of  hardware  revenues  for the nine  months  ended  September  30, 2000 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 decreased to  approximately  15%
for the nine months ended September 30, 2000, from approximately 25% in the same
period in 1999.  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.  Marketing and sales  expenses  increased by  approximately
$910,000,  or 30%, for the nine months ended September 30, 2000, compared to the
same period in 1999.  The change in marketing  and sales  expenses  reflects the
increased  sales  and  marketing  expenses  from the  newly  acquired  Khameleon
Software product line,  partially offset by the elimination of the marketing and
sales  expenses of the SmartTime  product line,  and a decrease in marketing and
sales expenses for the tire and ERP systems product lines.

General and  administrative.  General and  administrative  expenses increased by
approximately  $89,000,  or 3%, for the nine months  ended  September  30, 2000,
compared to the same period in 1999.  The change  primarily  reflects  increased
general and  administrative  expenses from the newly acquired Khameleon Software
product line, partially offset by the elimination of the expenses related to the
SmartTime product line, and a decrease in general and administrative expenses in
all the Company's product lines.

Net  earnings for the nine months ended  September  30, 2000 were  approximately
$2,044,000, as compared to net earnings of approximately $1,774,000 for the same
period in 1999. The change primarily results from an increase in other income of
approximately  $3,278,000,  a decrease in interest  expense-net of approximately
$33,000,  and a decrease  in income  taxes of  $882,000,  partially  offset by a
decrease in earnings from operations of approximately $2,962,000 and an increase
in equity in loss from  affiliate of  $961,000.  Other  income-net  for the nine
months  ended  September  30,  1999  includes  a  pretax  gain of  approximately
$3,824,000  on  the  sale  of  the  Company's   CommercialWare  division.  Other

                                       14
<PAGE>
income-net for the nine months ended September 30, 2000 includes pretax gains of
approximately  $6,716,000 and $64,000 on the sale of the Company's SmartTime and
ERP businesses, respectively.

                         Liquidity and Capital Resources

The  Company  had total  cash and cash  equivalents  at  September  30,  2000 of
approximately $1,911,000, a decrease of approximately $386,000 from December 31,
1999.  At September  30, 2000,  the Company also had  $2,720,000  segregated  as
assets held for future  transactions  as  described in Note 3. The Company had a
maximum line of credit totaling  $1,500,000  available at September 30, 2000. At
September 30, 2000, the Company had approximately $30,000 invested in marketable
securities, a decrease of approximately $3,336,000 from December 31, 1999.

In September 2000, the Company sold all of its shares of its Italian subsidiary,
ASA Italy S.r.l.,  an Italian  limited  company  ("S.r.l.") to management of the
S.r.l.  for nominal cash  consideration.  In  connection  with the sale,  S.r.l.
acknowledged  and agreed to pay a debt of  approximately  $9,000 incurred by the
Company on behalf of S.r.l.

In August 2000,  the Company  completed  the sale of its  SmartTime  business to
InterPro Business Solutions,  Inc. (formerly InterPro Expense Systems,  Inc.), a
Delaware corporation  ("InterPro").  Pursuant to an Option to Purchase Agreement
dated  August 2, 1999 by and between the  Company,  InterPro,  and ASA  InterPro
SmartTime LLC, a Delaware  limited  liability  company,  InterPro  exercised its
option  to  purchase  the  SmartTime  business  from  the LLC for the  aggregate
purchase  price of  $7,020,000  less the  option  fees paid on August 2, 1999 of
$1,660,000  and $540,000 paid on August 1, 2000. The terms and conditions of the
acquisition under the option are contained in the Asset Purchase Agreement dated
as of August 2, 1999 (the  "Purchase  Agreement").  As set forth in the Purchase
Agreement  and Exhibits,  on August 2, 1999,  InterPro had loaned to the Company
$3,200,000  pursuant to a promissory  note due on or before August 31, 2000 (the
"ASA Note"). Interest of $160,000 on the ASA Note was prepaid to August 1, 2000.
InterPro  completed the  transaction  by paying the remaining  $4,820,000 of the
purchase by (a)  delivering  the ASA Note (valued at  $3,213,151  as a result of
interest  accrued  from August 1 through  August 31,  2000),  and (b) paying the
remainder of $1,606,849 in cash.

In November  1999,  the Company  acquired  the  business of Design Data  Systems
Corporation, a Florida corporation, pursuant to an Asset Purchase Agreement (the
"Purchase  Agreement") by and among the Company, the Seller,  individually (only
with respect to certain sections of the Purchase  Agreement),  and the Company's
Bank,  as Escrow  Agent  (the  "Escrow  Agent")  (only  with  respect to certain
sections of the Purchase  Agreement).  The Purchase  Agreement provides that the
transaction is effective as of September 30, 1999 (the "Closing Date"). Pursuant
to and as more fully set forth in the  Purchase  Agreement,  the Company had the
right and obligation to purchase certain of the assets and assume certain of the
liabilities of Seller for a purchase price of $5,000,000 (the "Purchase Price").
Of the Purchase  Price,  $4,750,000  was due and payable on the Closing Date and
$250,000  was to be deposited  with the Escrow Agent to be held  pursuant to the
terms of the Purchase  Agreement.  Also on the Closing Date, the Company entered
into a  certain  Asset  Acquisition  and  Exchange  Cooperation  Agreement  (the
"Exchange  Agreement") with SQL Acquisition  LLC, a Delaware  limited  liability
company ("SQL"),  Fidelity National 1031 Exchange  Services,  Inc., a California
corporation,  and Pacific American Property Exchange  Corporation,  a California
corporation  and sole member and manager of SQL.  The Company  entered  into the
Exchange  Agreement  for the  purpose of seeking  the  ability to  effectuate  a
like-kind  exchange  pursuant to Section  1031 of the  Internal  Revenue Code of
1986,  as  amended.  Pursuant  to and as more  fully set  forth in the  Exchange
Agreement,  the Company  reserved  the right to exchange  certain  software  and
related intellectual property of Seller (the "Replacement Property") for certain
other relinquished property of the Company. In connection therewith, the Company
assigned to SQL the Company's right and obligation under the Purchase  Agreement
to acquire the Replacement  Property pursuant to a certain Assignment  Agreement
dated the  Closing  Date  between  the  Company,  Seller  and SQL.  The  Company
completed the like-kind exchange involving $4,300,000 of Replacement Property on
September 15, 2000.
                                        15
<PAGE>
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.

                             Year 2000 Implications

Prior to December  31,  1999,  where  necessary,  the Company had  provided  its
customers upgrade  alternatives to its Year 2000  non-compliant  software and to
date has experienced only minor Year 2000 problems related to its products.  The
majority of computer  hardware  and  software  the Company  uses in its internal
operations did not require  replacement or modification as a result of Year 2000
non-compliance.  The Company  believes that its significant  vendors and service
providers are Year 2000 compliant and has not, to date, been made aware that any
of its  significant  vendors  or  service  providers  have  suffered  Year  2000
disruptions  in their  systems.  Accordingly,  the Company  does not  anticipate
incurring material expenses or experiencing any material operational disruptions
as a result of any Year 2000 problems. The total cost of the Company's Year 2000
compliance measures was not material and was funded through operating cash flows
and expensed as incurred.

Item 3.   Quantitative And Qualitative Disclosure About Market Risk
          ---------------------------------------------------------

The Company is exposed to the impact of interest rate changes,  foreign currency
fluctuations, 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
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.

                                       16
<PAGE>
                                     PART II

                                OTHER INFORMATION

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


         (a)  Exhibits -

               The following exhibits are filed with this report:

               27    Financial Data Schedule.

         (b)  Reports on Form 8-K

          On October  10,  2000,  the  Company  announced  the sale of ASA Italy
          S.r.l. and filed related proforma financial statements.

          On October 20, 2000, the Company  announced the completion of the sale
          of  its  SmartTime  business  and  filed  related  proforma  financial
          statements.

                                       17
<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)




11/13/00                                /s/ Alfred C. Angelone
(Date)                                  ----------------------
                                             (Signature)
                                        Alfred C. Angelone
                                        Chief Executive Officer




11/13/00                                /s/ Terrence C. McCarthy
(Date)                                  ----------------------
                                             (Signature)
                                        Terrence C. McCarthy
                                        Vice President and Treasurer

                                       18
<PAGE>
                                                                     EXHIBIT 27