ASA INTERNATIONAL LTD.
                                 10 Speen Street
                         Framingham, Massachusetts 01701

                                 (508) 626-2727




May 12, 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. 0-14741


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 March 31,
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



<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: March 31, 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 March 31,  2000,  there  were  3,206,285  shares  of  Common  Stock of the
Registrant outstanding.

<PAGE>
                                     PART I

                              FINANCIAL INFORMATION


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

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

                                                       March 31,     December 31,
                                                         2000            1999
                                                     -----------     -----------
                                                      (Unaudited)
<S>                                                  <C>             <C>
          ASSETS

CURRENT ASSETS:
   Cash and Cash equivalents                         $ 1,300,659     $ 2,297,364
   Marketable securities                               2,395,264       3,365,737
   Receivables - net                                   5,608,131       5,326,722
   Other current assets                                1,972,686       1,289,170
   Net assets of SmartTime division                      836,611       1,411,240
                                                     -----------     -----------

TOTAL CURRENT ASSETS                                  12,113,351      13,690,233

PROPERTY AND EQUIPMENT (less
   depreciation of $3,216,463 and
   $3,092,487, respectively)                           5,121,501       5,070,977

SOFTWARE (less amortization of
   $3,203,337 and $2,822,289, respectively)            5,784,036       6,034,685

COST EXCEEDING NET ASSETS ACQUIRED
   (less amortization of $ 1,415,966
   and $1,411,455, respectively)                          13,534          18,045

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

OTHER ASSETS                                           1,320,599       1,356,345
                                                     -----------     -----------

                                                     $26,053,021     $27,870,285
                                                     ===========     ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

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

                                                       March 31,    December 31,
                                                         2000           1999
                                                      -----------  -------------
                                                      (Unaudited)
<S>                                                <C>             <C>
          LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Notes payable - bank                            $    355,395    $    601,527
   Note payable - other                               3,200,000       3,200,000
   Deferred option and license fees                   2,460,000       2,460,000
   Accounts payable                                     661,364       1,047,228
   Accrued expenses                                   2,448,029       2,951,257
   Deferred revenue                                   1,983,450       2,056,600
   Other current liabilities                            452,702         629,114
                                                   ------------    ------------

TOTAL CURRENT LIABILITIES                            11,560,940      12,945,726

LONG-TERM OBLIGATIONS, NET OF
   CURRENT MATURITIES                                 3,910,711       3,915,331

LONG-TERM LIABILITES - OTHER                            241,214         272,220

DEFERRED TAXES                                          497,000         497,000

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
   Common stock                                          45,058          43,845
   Additional paid-in capital                         7,921,143       7,801,387
   Retained earnings                                  4,591,221       5,131,487
   Accumulated other comprehensive
      income (loss):
   Foreign currency translation                         (11,545)        (10,968)
   Unrealized loss on marketable securities              (3,456)        (26,478)
                                                   ------------    ------------

                                                     12,542,421      12,939,273
Less: treasury stock, at cost                         2,699,265       2,699,265
                                                   ------------    ------------

                                                      9,843,156      10,240,008
                                                   ------------    ------------

                                                   $ 26,053,021    $ 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
                                                             March 31,
                                                  -----------------------------
                                                     2000               1999
                                                  -----------------------------
                                                            (Unaudited)
<S>                                               <C>               <C>
REVENUE
   Services                                       $ 3,517,432       $ 3,748,324
   Product licenses                                 1,473,397         1,585,160
   Computer and add-on hardware                       332,434         1,073,379
                                                  -----------       -----------

NET REVENUE                                         5,323,263         6,406,863
                                                  -----------       -----------

COST OF REVENUE
   Services                                         2,130,189         2,185,876
   Product licenses and development                 1,130,413           880,342
   Computer and add-on hardware                       295,124           814,707
                                                  -----------       -----------

TOTAL COST OF REVENUE                               3,555,726         3,880,925
                                                  -----------       -----------

EXPENSES
   Marketing and sales                              1,200,289         1,143,466
   General and administrative                       1,158,100           830,061
   Amortization of goodwill                             4,511            11,031
                                                  -----------       -----------

TOTAL EXPENSES                                      2,362,900         1,984,558
                                                  -----------       -----------

EARNINGS (LOSS) FROM OPERATIONS                      (595,363)          541,380

INTEREST EXPENSE - NET                                (18,064)          (68,108)
OTHER INCOME - NET                                    320,790         3,822,105
EQUITY IN LOSS FROM AFFILIATE                        (574,629)             --
                                                  -----------       -----------

EARNINGS (LOSS) BEFORE INCOME TAXES                  (867,266)        4,295,377

INCOME TAXES (BENEFIT)                               (327,000)        2,582,000
                                                  -----------       -----------

NET EARNINGS (LOSS)                               $  (540,266)      $ 1,713,377
                                                  ===========       ===========

EARNINGS (LOSS) PER COMMON SHARE:
BASIC                                             $     (0.17)      $      0.51
                                                  ===========       ===========

DILUTED                                           $     (0.17)      $      0.48
                                                  ===========       ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                       4
<PAGE>
                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES
<TABLE>
<CAPTION>
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


                                                         Three Months Ended
                                                              March 31,
                                                    ---------------------------
                                                         2000           1999
                                                    ---------------------------
                                                            (Unaudited)
<S>                                                  <C>            <C>
NET INCOME (LOSS)                                    $  (540,266)   $ 1,713,377
OTHER COMPREHENSIVE INCOME
   NET OF INCOME TAX:
      Foreign currency translation                          (577)        (1,445)
      Unrealized gain on marketable securities            23,022           --
                                                     -----------    -----------

COMPREHENSIVE INCOME (LOSS)                          $  (517,821)   $ 1,711,932
                                                     ===========    ===========

</TABLE>








See Notes to Condensed Consolidated Financial Statements.




                                       5
<PAGE>

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


                                                         Three Months Ended
                                                              March 31,
                                                    ---------------------------
                                                         2000           1999
                                                    ---------------------------
                                                            (Unaudited)

<S>                                                  <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings (loss)                               $  (540,266)   $ 1,713,377
                                                     -----------    -----------

   Adjustments to reconcile net earnings
      to net cash used for operating activities:
         Depreciation and amortization                   532,342        301,862
         Changes in assets and liabilities            (1,486,066)     1,453,422
         Gain on sale of product line                       --       (3,824,420)
                                                     -----------    -----------

                  Total adjustments                     (953,724)    (2,069,136)
                                                     -----------    -----------

   Net cash used for operating activities             (1,493,990)      (355,759)
                                                     -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to property and equipment                  (195,641)      (214,351)
   Additions to software                                (130,399)          --
   Increase in sales-type leases                          (7,442)       (12,890)
   Cash received in divestiture                             --        3,437,382
   Reduction in securities                               993,495           --
   Other assets                                           34,081         26,039
                                                     -----------    -----------

   Net cash provided by investing activities             694,094      3,236,180
                                                     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Decrease in long-term debt                           (286,194)       (45,655)
   Decrease in long-term liabilities                     (31,006)       (12,802)
   Purchase of treasury stock                               --          (90,228)
   Issuance of common stock                              120,969          2,152
                                                     -----------    -----------

   Net cash used for financing activities               (196,231)      (146,533)
                                                     -----------    -----------

EFFECT OF EXCHANGE RATES ON CASH
   AND CASH EQUIVALENTS                                     (578)        21,556
                                                     -----------    -----------

CASH AND CASH EQUIVALENTS:
   Net increase (decrease)                              (996,705)     2,755,444
   Balance, beginning of year                          2,297,364      4,262,438
                                                     -----------    -----------

   Balance, end of period                            $ 1,300,659    $ 7,017,882
                                                     ===========    ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                       6
<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 ended
March 31, 2000 and March 31, 1999, respectively.

The results disclosed in the Condensed  Consolidated Statement of Operations for
the three  months  ended March 31, 2000 are not  necessarily  indicative  of the
results expected for the full year.










                                       7

<PAGE>
                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements

                                   (Unaudited)



Note 2 - Earnings per Share
---------------------------

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

                                                            Three Months Ended
                                                                 March 31,
                                                       --------------------------
                                                             2000          1999
                                                       ------------    ----------
<S>                                                    <C>             <C>
Numerator:
   Net income (loss)                                   $   (540,266)   $1,713,377
                                                       ============    ==========

Numerator for diluted earnings (loss) per share -
   income available to common shareholders             $   (540,266)   $1,713,377
                                                       ============    ==========

Denominator:
   Denominator for basic earnings (loss) per share -
   Weighted average shares                                3,196,574     3,344,073

Effect of dilutive securities:
   Employee stock options                                      --         196,071
                                                       ------------    ----------

Dilutive potential common shares
   Denominator for diluted earnings per share -
      adjusted weighted average shares and
      assumed conversions                                 3,196,574     3,540,144
                                                       ============    ==========

Basic Earnings (Loss) per share                        $      (0.17)   $     0.51
                                                       ============    ==========

Diluted Earnings (Loss) per share                      $      (0.17)   $     0.48
                                                       ============    ==========
</TABLE>





                                       8
<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,  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

                              First Quarter of 2000
                                   compared to
                              First Quarter of 1999

                                                    (000's omitted)
                                       --------------------------------------------
                                             Revenue          Increase / (Decrease)
                                       ------------------    ----------------------
                                         2000       1999      Amount    Percentage
                                       -------    -------    --------   -----------
<S>                                    <C>        <C>        <C>        <C>
Services                               $ 3,517    $ 3,748    $  (231)         (6%)
Product licenses                         1,473      1,585       (112)         (7%)
Computer and add-on hardware               333      1,074       (741)        (69%)
                                       -------    -------    -------

   Net revenue                         $ 5,323    $ 6,407    $(1,084)        (17%)
                                       =======    =======    =======     ==========
</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'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 $1,084,000, or
17%, for the quarter  ended March 31, 2000,  compared to the quarter ended March
31, 1999. Revenue from existing businesses increased by approximately  $304,000,
or 6% for  the  period,  when  approximately  $1,388,000  in  revenue  from  the
Company's  SmartTime  product  line for the  quarter  ended  March  31,  1999 is
excluded.  Approximately  $2,083,000  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 decreased by approximately $112,000, or 7%, for the quarter ended March
31,  2000,  compared to the same period in 1999.  Product  license  revenue from
existing businesses increased by approximately $289,000, or 24%, for the period,
when  compared  to 1999,  and the product  license  revenue  from the  SmartTime
product  line  of  approximately  $401,000  for the  1999  period  is  excluded.
Approximately  $712,000 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.
                                       9
<PAGE>
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
$231,000,  or 6%, for the quarter ended March 31, 2000,  compared to the quarter
ended March 31, 1999.  Service  revenue from  existing  businesses  increased by
approximately  $708,000,  or 25%, for the period, when compared to 1999, and the
service revenue from the SmartTime  product line of  approximately  $939,000 for
the 1999 period is excluded.  Approximately  $1,371,000 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 service  revenue for the year
ended December 31, 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  $741,000,  or 69%, for the quarter ended March 31, 2000, compared
to the same period in 1999. Hardware revenue from existing businesses  decreased
by approximately  $692,000,  or 68% for the period,  when approximately  $49,000
hardware revenues from the Company's  SmartTime product line for the 1999 period
is excluded.

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 software
license  revenues and development  increased by  approximately  $250,000 for the
quarter  ended March 31,  2000,  compared  to the same  period in 1999.  Cost of
product license and development increased by approximately $600,000, or 113% for
the  quarter  when  compared  to 1999,  and the  cost of  product  licenses  and
development  from the  SmartTime  product  line for the 1999 period is excluded.
Approximately  $557,000  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  $56,000
for the quarter ended March 31, 2000,  compared to the same period in 1999.  The
gross  margin  percentage  for  services  for the  quarter  ended March 31, 2000
decreased to  approximately  39% from 42% of revenue from services 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  $520,000,  or 64%,  for the  quarter  ended  March 31,  2000,
compared  to the  prior  period.  The cost of  hardware  revenue  from  existing
businesses  decreased  by  approximately  $487,000,  or 62%,  when  the  cost of
hardware from the Company's  SmartTime product line is excluded from the results
for the quarter ended March 31, 1999. The decrease in dollar amount for the cost
of hardware  revenues for the quarter  ended March 31, 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 11% for the quarter
ended March 31, 2000,  from 24% 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.

                                       10
<PAGE>
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 $57,000, or 5%,
for the quarter ended March 31, 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.

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  $328,000,  or 40%, for the quarter ended March 31, 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.

The net loss for the quarter ended March 31, 2000 was approximately $540,000, as
compared to net  earnings  of  approximately  $1,713,000  for the same period in
1999.  The change  results  from a  decrease  in  earnings  from  operations  of
$1,136,000,  a loss from the equity in earnings from affiliate of  approximately
$575,000,  and a decrease  in other  income,  net of  approximately  $3,501,000,
partially offset by a decrease in interest expense, net of approximately $50,000
and a decrease in income tax expense of approximately $2,909,000.  Other income,
net for the quarter ended March 31, 1999 included a pretax gain of approximately
$3,824,000 on the sale of the Company's CommercialWare division.



                                       11

<PAGE>
                         Liquidity and Capital Resources

The  Company  had  total  cash  and  cash  equivalents  at  March  31,  2000  of
approximately $1,301,000, a decrease of approximately $997,000 from December 31,
1999.  The Company and its  subsidiaries  had a maximum line of credit  totaling
$1,500,000, and an acquisition line of credit of $3,000,000,  both of which were
available at March 31, 2000.  At March 31, 2000,  the Company had  approximately
$2,395,000  invested  in  marketable  securities,  a decrease  of  approximately
$970,000 from December 31, 1999.

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 has 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 has 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 "Assignment"). On the Closing Date, the
following actions were completed:

1. SQL acquired the  Replacement  Property  from Seller in  accordance  with the
Purchase Agreement and the Assignment in exchange for a payment of $4,300,000.

2. The Company  acquired the remainder of Seller's assets in accordance with the
Purchase  Agreement  in  exchange  for (a) the  payment  of  $700,000  (of which
$250,000 was deposited  with the Escrow Agent) and (b) the assumption of certain
of Seller's liabilities.

3. The Company  loaned SQL $4,300,000  pursuant to the Exchange  Agreement and a
related promissory note due on November 3, 2000 and bearing interest at the rate
of 6.18% per  annum.  The  funds  were used by SQL to  acquire  the  Replacement
Property.

4. SQL granted a license to the Company to use the  Replacement  Property  until
November 3, 2000 pursuant to a License Agreement between the Company and SQL, in
exchange for a one-time license fee of $285,000.

The  Company  anticipates  that it will seek to  complete a  like-kind  exchange
involving the Replacement Property on or before November 3, 2000, although there
can be no assurance that such an exchange will be completed.

In August  1999,  the  Company  granted to a company  ("Optionee")  an option to
purchase the  Company's  SmartTime  product line. As per the terms of the Option
Agreement,  the Company  transferred the assets and

                                       12
<PAGE>
liabilities  of its  SmartTime  product line to a newly formed LLC, of which the
Company is the sole member and the Optionee is the manager.

The terms of the Option  Agreement  provide  that the Optionee has the option to
purchase the SmartTime  product line from the LLC at anytime from August 1, 2000
through August 31, 2000 (the "Option Period"), or at such earlier date as agreed
to by the  parties,  for an aggregate  purchase  price of  $7,020,000,  less any
option fee paid to date (the "Purchase Price").

The  Optionee  paid an  initial  option  fee in the  amount of  $1,660,000  upon
execution of the Option  Agreement and is required to pay a second option fee on
August 1, 2000 in the amount of  $540,000,  unless the  Optionee  exercises  the
option prior to such date. The option fees are non-refundable to the Optionee in
the event  that the  Optionee  does not  exercise  the  option to  purchase  the
SmartTime  product line,  as to which there can be no assurance.  Also under the
terms of the Option Agreement, the Optionee has loaned to the Company the sum of
$3,200,000 (with respect to which the Company has prepaid $160,000 in interest).
In addition,  the LLC has agreed to loan the Optionee an amount equal to the net
cash of the LLC available after collection of the LLC's accounts  receivable and
payment of the LLC's accounts payable.

In addition,  the Optionee has purchased  exclusive licenses to use the customer
intangibles and intellectual  property of the SmartTime  product line during the
Option  Period for $300,000 and  $500,000,  respectively.  In the event that the
Optionee  does not exercise the option to purchase  the  SmartTime  product line
prior to the  expiration of the Option Period,  the Optionee's  rights under the
above-mentioned license agreements would terminate and the Company,  through the
LLC, would retain ownership of these assets.

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.

Foreign  Currency  Risk.  International  revenues  from  the  Company's  foreign
subsidiary  and other foreign  sources were  approximately  11% of all revenues.
International  sales are made primarily from the

                                       13
<PAGE>
Company's foreign subsidiary in Italy and are denominated in the local currency.
Accordingly,  the foreign  subsidiary  uses the local currency as its functional
currency. The Company's  international business is subject to risk typical of an
international  business,  including,  but not  limited  to,  differing  economic
conditions,  changes in  political  climate,  differing  tax  structures,  other
regulations and restrictions, and foreign exchange rate volatility. Accordingly,
the Company's future results could be materially  adversely  impacted by changes
in these or other factors.  The Company is exposed to foreign currency  exchange
rate  fluctuations  as the  financial  results  of its  foreign  subsidiary  are
translated into U.S.  dollars in  consolidation.  As exchange rates vary,  these
results,  when  translated,  may vary from  expectations  and  adversely  impact
overall  profitability.  The effect of foreign exchange rate fluctuations on the
Company in the first quarters of 2000 and 1999 was not material.

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.









                                       14


<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 January 18, 2000,  the Company filed the financial  statements
              and proforma  financial  information  of its  acquired  business,
              Design Data Systems Corporation.










                                       15

<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)




5/12/00                                        /s/ Alfred C. Angelone
-------                                        ----------------------
(Date)                                                (Signature)
                                               Alfred C. Angelone
                                               Chief Executive Officer





5/12/00                                        /s/ Terrence C. McCarthy
-------                                        ------------------------
(Date)                                                 (Signature)
                                               Terrence C. McCarthy
                                               Vice President and Treasurer


                                       16