ASA INTERNATIONAL LTD.
                                 10 Speen Street
                         Framingham, Massachusetts 01701

                                 (508) 626-2727






August 14, 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 June 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: June 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 June  30,  2000,  there  were  3,129,585  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
                              June 30, December 31,
                                                              June 30,    December 31,
                                                                2000          1999
                                                            -----------   -----------
                                                            (Unaudited)
<S>                                                        <C>            <C>
          ASSETS

CURRENT ASSETS:
   Cash and Cash equivalents                                $ 1,976,377   $ 2,297,364
   Marketable securities                                        899,363     3,365,737
   Receivables - net                                          4,869,563     5,326,722
   Other current assets                                       2,680,105     1,289,170
   Net assets of SmartTime division                             488,383     1,411,240
                                                            -----------   -----------

TOTAL CURRENT ASSETS                                         10,913,791    13,690,233

PROPERTY AND EQUIPMENT (less
   depreciation of $3,324,717 and
   $3,092,487, respectively)                                  5,026,917     5,070,977

SOFTWARE (less amortization of
   $3,563,830 and $2,822,289, respectively)                   5,728,397     6,034,685

COST EXCEEDING NET ASSETS ACQUIRED
   (less amortization of $ 1,420,478
   and $1,411,455, respectively)                                  9,023        18,045

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

OTHER ASSETS                                                  1,298,441     1,356,345
                                                            -----------   -----------

                                                            $24,676,569   $27,870,28
                                                            ===========   ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements

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

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

<S>                                           <C>             <C>
      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Notes payable - bank                       $    319,527    $    601,527
   Note payable - other                          3,200,000       3,200,000
   Deferred option and license fees              2,460,000       2,460,000
   Accounts payable                                793,211       1,047,228
   Accrued expenses                              2,191,818       2,951,257
   Deferred revenue                              1,365,265       2,056,600
   Other current liabilities                       686,635         629,114
                                              ------------    ------------
TOTAL CURRENT LIABILITIES                       11,016,456      12,945,726

LONG-TERM OBLIGATIONS, NET OF
   CURRENT MATURITIES                            3,873,836       3,915,331

LONG-TERM LIABILITES - OTHER                       240,631         272,220

DEFERRED TAXES                                     497,000         497,000

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
   Common stock                                     45,091          43,845
   Additional paid-in capital                    7,929,459       7,801,387
   Retained earnings                             4,040,063       5,131,487
   Accumulated other comprehensive
      loss:
   Foreign currency translation                    (13,745)        (10,968)
   Unrealized loss on marketable securities         (3,796)        (26,478)
                                              ------------    ------------

                                                11,997,072      12,939,273
Less: treasury stock, at cost                    2,948,426       2,699,265
                                              ------------    ------------
                                                 9,048,646      10,240,008
                                              ------------    ------------
                                              $ 24,676,569    $ 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
                                                 June 30,
                                       --------------------------
                                           2000           1999
                                       --------------------------
                                               (Unaudited)
<S>                                    <C>            <C>
REVENUE
   Services                            $ 3,358,457    $ 4,095,709
   Product licenses                      1,329,468      1,490,971
   Computer and add-on hardware            337,931      1,409,392
                                       -----------    -----------

NET REVENUE                              5,025,856      6,996,072
                                       -----------    -----------
COST OF REVENUE
   Services                              1,970,576      2,370,822
   Product licenses and development      1,364,223      1,194,649
   Computer and add-on hardware            241,722      1,018,343
                                       -----------    -----------

TOTAL COST OF REVENUE                    3,576,521      4,583,814
                                       -----------    -----------
EXPENSES
   Marketing and sales                   1,327,059      1,059,531
   General and administrative              649,585      1,002,212
   Amortization of goodwill                  4,511         11,032
                                       -----------    -----------

TOTAL EXPENSES                           1,981,155      2,072,775
                                       -----------    -----------

EARNINGS (LOSS) FROM OPERATIONS           (531,820)       339,483

INTEREST EXPENSE - NET                       6,891         20,174
EQUITY IN LOSS FROM AFFILIATE             (348,229)          --
                                       -----------    -----------

EARNINGS (LOSS) BEFORE INCOME TAXES       (873,158)       359,657

INCOME TAXES (BENEFIT)                    (322,000)       216,000
                                       -----------    -----------
NET EARNINGS (LOSS)                    $  (551,158)   $   143,657
                                       ===========    ===========

EARNINGS (LOSS) PER COMMON SHARE:
BASIC                                  $     (0.17)   $      0.04
                                       ===========    ===========

DILUTED                                $     (0.17)   $      0.04
                                       ===========    ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.
                                       4
<PAGE>
                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES
<TABLE>
<CAPTION>
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                             Three Months Ended
                                                 June 30,
                                       --------------------------
                                           2000           1999
                                       --------------------------
                                               (Unaudited)
<S>                                   <C>             <C>
REVENUE
   Services                           $  6,875,889    $  7,844,033
   Product licenses                      2,802,865       3,076,131
   Computer and add-on hardware            670,365       2,482,771
                                      ------------    ------------

NET REVENUE                             10,349,119      13,402,935
                                      ------------    ------------
COST OF REVENUE
   Services                              4,100,765       4,556,698
   Product licenses and development      2,494,636       2,074,990
   Computer and add-on hardware            536,846       1,833,051
                                      ------------    ------------
TOTAL COST OF REVENUE                    7,132,247       8,464,739

                                      ------------    ------------
EXPENSES
   Marketing and sales                   2,527,348       2,202,997
   General and administrative            1,807,684       1,832,273
   Amortization of goodwill                  9,023          22,063
                                      ------------    ------------

TOTAL EXPENSES                           4,344,055       4,057,333
                                      ------------    ------------

EARNINGS (LOSS) FROM OPERATIONS         (1,127,183)        880,863
                                      ------------    ------------

INTEREST EXPENSE - NET                     (11,173)        (47,934)
OTHER INCOME - NET                         320,790       3,822,105
EQUITY IN LOSS FROM AFFILIATE             (922,858)           --
                                      ------------    ------------

EARNINGS (LOSS) BEFORE INCOME TAXES     (1,740,424)      4,655,034

INCOME TAXES (BENEFIT)                    (649,000)      2,798,000
                                      ------------    ------------

NET EARNINGS (LOSS)                   $ (1,091,424)   $  1,857,034
                                      ============    ============

EARNINGS (LOSS) PER COMMON SHARE:
BASIC                                 $      (0.34)   $       0.57
                                      ============    ============

DILUTED                               $      (0.34)   $       0.53
                                      ============    ============
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

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

                                                              Three Months Ended          Six Months Ended
                                                                  June 30,                     June 30,
                                                        --------------------------    --------------------------
                                                             2000           1999          2000           1999
                                                        --------------------------    --------------------------
                                                                 (Unaudited)                  (Unaudited)

<S>                                                     <C>            <C>            <C>            <C>
NET INCOME (LOSS)                                       $  (551,158)   $   143,657    $(1,091,424)   $ 1,857,034
OTHER COMPREHENSIVE INCOME (LOSS)
   NET OF INCOME TAX:
      Foreign currency translation                           (2,200)        (8,558)        (2,777)       (10,003)
      Unrealized gain (loss) on marketable securities          (340)          --           22,682           --
                                                        -----------    -----------    -----------    -----------

COMPREHENSIVE INCOME (LOSS)                             $  (553,698)   $   135,099    $(1,071,519)   $ 1,847,031
                                                        ===========    ===========    ===========    ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements

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

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

<S>                                                <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings (loss)                             $(1,091,424)   $ 1,857,034

   Adjustments to reconcile net earnings
      to net cash used for operating activities:
         Depreciation and amortization               1,008,467        607,670
         Changes in assets and liabilities          (1,634,708)       416,168
         Gain on sale of product line                     --       (3,824,420)
                                                   ------------   ------------

                  Total adjustments                   (626,241)    (2,800,582)
                                                   ------------   ------------

  Net cash used for operating activities            (1,717,665)      (943,548)
                                                   ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to property and equipment                (210,510)      (412,196)
  Additions to software                               (435,253)          --
   Increase in sales-type leases                          --          (12,890)
   Cash received in divestiture                           --        3,437,382
   Reduction in securities                           2,481,614           --
   Other assets                                         54,571     (1,841,085)
                                                   ------------   ------------

   Net cash provided by investing activities         1,890,422      1,171,211
                                                   ------------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Decrease in long-term debt                         (339,535)       (84,623)
   Decrease in long-term liabilities                   (31,588)       (13,781)
   Purchase of treasury stock                         (249,161)      (492,083)
   Issuance of common stock                            129,318          2,294
                                                   ------------   ------------

   Net cash used for financing activities             (490,966)      (588,193)
                                                   ------------   ------------
EFFECT OF EXCHANGE RATES ON CASH
   AND CASH EQUIVALENTS                                 (2,778)        35,163
                                                   ------------   ------------
CASH AND CASH EQUIVALENTS:
   Net increase (decrease)                            (320,987)      (325,367)
   Balance, beginning of year                        2,297,364      4,262,438
                                                   ------------   ------------

   Balance, end of period                          $ 1,976,377    $ 3,937,071
                                                   ============  = ===========
</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 six
months ended June 30, 2000 and June 30, 1999, respectively.

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


Note 2 - Notes Payable - Bank and Debt
--------------------------------------

In July 2000, the Company renewed only its revolving  demand loan agreement with
a bank for up to $1,500,000 which bears interest at prime plus 1/2%.


Note 3 -  Subsequent Event
--------------------------

The Company is seeking to sell its ERP product line located in Italy. Should the
Company  not find a buyer  for this  business  within  a short  period  of time,
however, it plans to discontinue the operations of this business. The Company is
uncertain  as to the costs that it may incur in  connection  with this  business
unit.

                                       8
<PAGE>
                     ASA INTERNATIONAL LTD. AND SUBSIDIARIES

              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:
<TABLE>
<CAPTION>
                                                           Three Months Ended           Six Months Ended
                                                                 June 30,                     June 30,
                                                      ---------------------------   --------------------------
                                                            2000           1999         2000           1999
                                                      ---------------------------   --------------------------
<S>                                                    <C>            <C>           <C>            <C>
Numerator:
   Net income (loss)                                   $  (551,158)   $   143,657   $(1,091,424)   $ 1,857,034
                                                       ============   ===========   ============   ===========

Numerator for diluted earnings (loss) per share -
   income available to common shareholders             $  (551,158)   $   143,657    (1,091,424)   $ 1,857,034
                                                       ============   ===========   ============   ===========

Denominator:
   Denominator for basic earnings (loss) per share -
   Weighted average shares                               3,175,297      3,264,273     3,186,697      3,282,594

Effect of dilutive securities:
   Employee stock options                                     --          224,958          --          211,639
                                                       ------------   -----------   -----------   ------------
   Denominator for diluted earnings per share -
      adjusted weighted average shares and
      assumed conversions                                3,175,297      3,489,231     3,186,697      3,494,233
                                                       ============   ===========   ============   ===========

asic Earnings (Loss) per share                         $     (0.17)   $      0.04   $     (0.34)   $      0.57
                                                       ============   ===========   ============   ===========

Diluted Earnings (Loss) per share                      $     (0.17)   $      0.04   $     (0.34)   $      0.53
                                                       ============   ===========   ============   ===========
</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.  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

                             Second Quarter of 2000
                                   compared to
                             Second Quarter of 1999

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

<S>                            <C>            <C>            <C>                 <C>
Services                       $ 3,358        $ 4,096        $  (738)            (18%)
Product licenses                 1,330          1,491           (161)            (11%)
Computer and add-on hardware       338          1,409         (1,071)            (76%)
                               -------        -------        --------

   Net revenue                 $ 5,026        $ 6,996        $(1,970)            (28%)
                               =======        =======        ========           =======
</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 $1,970,000, or
28%,  for the three  months  ended June 30,  2000,  compared to the three months
ended June 30, 1999. Revenue from existing businesses decreased by approximately
$842,000,  or 14% for the period, when approximately  $1,128,000 in revenue from
the Company's SmartTime product line for the three months

                                       10
<PAGE>
ended  June 30,  1999 is  excluded.  Approximately  $1,798,000  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 $161,000, or 11%, for the three months ended
June 30, 2000, compared to the same period in 1999. Product license revenue from
existing businesses decreased by approximately  $135,000, or 9%, for the period,
when  compared  to 1999,  and the product  license  revenue  from the  SmartTime
product  line  of  approximately  $26,000  for  the  1999  period  is  excluded.
Approximately  $511,000 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
$738,000,  or 18%, for the three  months  ended June 30,  2000,  compared to the
three months  ended June 30, 1999.  Service  revenue  from  existing  businesses
increased by approximately  $362,000,  or 12%, for the period,  when compared to
1999, and the service revenue from the SmartTime  product line of  approximately
$1,100,000  for the 1999 period is  excluded.  Approximately  $1,287,000  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  $1,071,000,  or 76%,  for the three  months  ended June 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 produce 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  $170,000 for the
three months ended June 30, 2000,  compared to the same period in 1999.  Cost of
product license and development increased by approximately  $534,000, or 64% for
the three  months when  compared to 1999,  and the cost of product  licenses and
development  from the SmartTime  product line of $362,000 for the 1999 period is
excluded. Approximately $909,000 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 $400,000
for the three months  ended June 30, 2000,  compared to the same period in 1999.
The gross  margin  percentage  for  services for the three months ended June 30,
2000 decreased to  approximately  41% 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  $777,000,  or 76%,  for the three months ended June 30, 2000,
compared to the prior  period.  The  decrease  in dollar  amount for the cost

                                       11
<PAGE>
of hardware  revenues for the three months ended June 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 remained at approximately 28% for
the three  months  ended June 30,  2000,  compared  to 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 $268,000, or 25%,
for the three months  ended June 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 in the
tire system 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 decreased by
approximately  $353,000,  or 35%,  for the three  months  ended  June 30,  2000,
compared to the same period in 1999.  The change  primarily  reflects  decreased
general and administrative expense in all the Company's product lines, partially
offset by increased general and administrative  expenses from the newly acquired
Khameleon Software product line.

The net  loss for the  three  months  ended  June  30,  2000  was  approximately
$551,000,  as compared to net  earnings of  approximately  $144,000 for the same
period in 1999. The change  results from a decrease in earnings from  operations
of $872,000,  a loss from the equity in earnings from affiliate of approximately
$348,000,  and a decrease  in interest  income,  net of  approximately  $13,000,
partially offset by a decrease in income tax expense of approximately $538,000.

                                       12
<PAGE>
                                     Item 2
                                  - continued -
<TABLE>
<CAPTION>
                              Results of Operations

                         Six Months Ended June 30, 2000
                                   compared to
                         Six Months Ended June 30, 1999

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

<S>                            <C>            <C>           <C>                 <C>
Services                       $ 6,876        $ 7,844       $  (968)            (12%)
Product licenses                 2,803          3,076          (273)             (9%)
Computer and add-on hardware       670          2,483        (1,813)            (73%)
                               -------        -------       --------

   Net revenue                 $10,349        $13,403       $(3,054)            (23%)
                               =======        =======       ========          =======
</TABLE>


Net revenue. The Company's total revenues decreased by approximately $3,054,000,
or 23%, for the six months ended June 30, 2000, compared to the six months ended
June 30,  1999.  Revenue from  existing  businesses  decreased by  approximately
$538,000,  or 5% for the period,  when approximately  $2,516,000 in revenue from
the Company's  SmartTime  product line for the six months ended June 30, 1999 is
excluded.  Approximately  $3,881,000  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 decreased by approximately $273,000,
or 9%, for the six months  ended June 30,  2000,  compared to the same period in
1999.   Product   license   revenue  from  existing   businesses   increased  by
approximately  $154,000,  or 6%, for the period,  when compared to 1999, and the
product  license  revenue  from  the  SmartTime  product  line of  approximately
$427,000 for the 1999 period is excluded. Approximately $1,223,000 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 $968,000, or 12%, for the
six months ended June 30, 2000,  compared to the six months ended June 30, 1999.
Service revenue from existing businesses increased by approximately  $1,092,000,
or 19%, for the period,  when compared to 1999, and the service revenue from the
SmartTime  product  line of  approximately  $2,060,000  for the 1999  period  is
excluded.  Approximately  $2,658,000  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  decreased  by  approximately
$1,813,000, or 73%, for the six months ended June 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 produce line.

                                       13
<PAGE>

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

Product  licenses  and  development.   Cost  of  product  license  revenues  and
development  increased by  approximately  $420,000 for the six months ended June
30,  2000,  compared  to the same  period in 1999.  Cost of product  license and
development  increased by  approximately  $1,092,000,  or 78% for the six months
when compared to 1999, and the cost of product licenses and development from the
SmartTime product line for the 1999 period is excluded. Approximately $1,466,000
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  $456,000  for the six
months  ended June 30,  2000,  compared  to the same  period in 1999.  The gross
margin  percentage for services for the six months ended June 30, 2000 decreased
to  approximately  40% 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   decreased  by
approximately  $1,296,000,  or 71%,  for the six  months  ended  June 30,  2000,
compared to the prior  period.  The  decrease  in dollar  amount for the cost of
hardware  revenues for the six months  ended June 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 20% for the six
months  ended June 30,  2000,  from 26% 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 $324,000, or 15%,
for the six months ended June 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
ERP and tire systems product lines.

General and  administrative.  General and  administrative  expenses decreased by
approximately  $25,000,  or 1%, for the six months ended June 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 for the tire
and legal systems product lines.

The net  loss  for  the  six  months  ended  June  30,  2000  was  approximately
$1,091,000, as compared to net earnings of approximately $1,857,000 for the same
period in 1999. The change  results from a decrease in earnings from  operations
of   $2,007,000,   a  loss  from  the  equity  in  earnings  from  affiliate  of
approximately  $923,000,  and a decrease in other income,  net of  approximately
$3,501,000,  partially  offset  by  a  decrease  in  interest  expense,  net  of
approximately  $36,000  and a decrease  in income tax  expense of  approximately
$3,447,000.  Other income, net for the six months ended June 30, 1999 included a
pretax  gain  of   approximately   $3,824,000  on  the  sale  of  the  Company's
CommercialWare division.

                                       14
<PAGE>
                         Liquidity and Capital Resources

The  Company  had  total  cash  and  cash   equivalents  at  June  30,  2000  of
approximately $1,976,000, a decrease of approximately $321,000 from December 31,
1999.  The Company and its  subsidiaries  had a maximum line of credit  totaling
$1,500,000  available  at June 30,  2000.  At June 30,  2000,  the  Company  had
approximately  $899,000  invested  in  marketable  securities,   a  decrease  of
approximately $2,466,000 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

                                       15
<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 a second option fee of $540,000 was paid
on August 1, 2000.  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  10% of all revenues.
International  sales are made primarily from the Company's foreign subsidiary in
Italy and are denominated in the local currency. Accordingly, the foreign

                                       16
<PAGE>
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 two 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.


                                       17
<PAGE>
                                     PART II

                                OTHER INFORMATION


Item 4.  Submission of Matters to a Vote of Security-Holders
         ---------------------------------------------------

On June 21,  2000,  the  Company  held an Annual  Meeting of  Stockholders  (the
"Annual Meeting") to vote on the following proposals:

1. To elect five (5) members to the Board of  Directors.  Nominees  for Director
were: (a) Alfred C. Angelone;  (b) Alan J. Klitzner;  (c) William A. Kulok;  (d)
James P. O'Halloran; and (e) Robert L. Voelk; and

2. To ratify and confirm the appointment of BDO Seidman, LLP, as the independent
accountants  for the  Company  for the fiscal  year  ending  December  31,  2000
("Proposal No. 2").

3. To adopt  and  approve  an  amendment  to the  Corporation's  Certificate  of
Incorporation to change the Corporation's name to "Vertapro Inc." ("Proposal No.
3").

Of the 4,387,228  shares of the  Company's  Common Stock of record as of 3/24/00
able to be voted at the  Annual  Meeting,  a total  of  approximately  3,624,115
shares  were  voted,  or  approximately  82.61%  of  the  Company's  issued  and
outstanding shares of Common Stock entitled to vote on these matters.  Proposals
No. 1, No. 2, and No. 3 were adopted with the vote totals as follows:

                                                         Shares
                                          Shares         Voting
                                        Voting For       Against       Withhold
                                        ----------       -------       --------
Proposal
--------

   Proposal No. 1
   --------------

     (a)  Alfred C. Angelone             3,603,175                      20,940
     (b)  Alan J. Klitzner               3,603,694                      20,421
     (c)  William A. Kulok               3,603,934                      20,181
     (d)  James P. O'Halloran            3,613,834                      10,281
     (e)  Robert L. Voelk                3,613,894                      15,221

   Proposal No. 2
   --------------
                                         3,608,158       12,381         3,576

   Proposal No. 3
   --------------
                                         3,584,867       26,812         12,436



                                       18
<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 - None.


                                       19
<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)




8/14/00                                        /s/ Alfred C. Angelone
(Date)                                         ----------------------
                                                     (Signature)
                                               Alfred C. Angelone
                                               Chief Executive Officer





8/14/00                                        /s/ Terrence C. McCarthy
(Date)                                         ------------------------
                                                     (Signature)
                                               Terrence C. McCarthy
                                               Vice President and Treasurer

                                       20