# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

# FORM 10-QSB/A

| | [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| | --- | ---------------------------------------------------------------------------------------

For the
quarterly period ended March 31, 2002

| | [  ] | TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | ---- | ----------------------------------------------------------------------------------------

For the
transition period from ____________________ to ____________________.

Commission File
Number 0-7619

Asia
SuperNet Corporation
(Exact Name of Registrant as Specified in its Charter)

Colorado   
              
              
              
              
              
              
              
        93-0636333
              
              
              
    (State or other jurisdiction of    
              
              
              
              
             
   (I.R.S. Employer Identification No.)
              
              
              
     incorporation or organization)

1888
Sherman Street, Suite 500, Denver, CO 80203
(Address of Principal Executive Offices)   
   (Zip Code)

1700
Lincoln Street, Suite 3100, Denver, CO 80203
(Former address of principal executive offices)

Registrant's
telephone number, including area code:     (303)
894-7971

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  [  ]

The number of shares of the
registrants common stock as of March 31, 2002: 110,494,293 shares.

Transitional Small
Business Disclosure Format:     Yes
[   ]  No[X]

---

# ASIA
SUPERNET CORPORATION
FORM 10-QSB/A
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
TABLE OF CONTENTS

`PAGE


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

(a)      Consolidated Balance Sheets                                        3
(b)      Consolidated Statements of Operations                              4
(c)      Consolidated Statements of Cash Flows                              5
(d)      Consolidated Statements of Shareholders' Equity                    6
(e)      Notes to Financial Statements                                      7

Item 2.  Management's Discussion and Analysis
         of Financial Condition and Results of Operations                  12

Item 3.  Risks                                                             12

PART II. OTHER INFORMATION                                                 13

Item 1.  Legal Proceedings                                                 13

Item 2.  Changes in Securities and Use of Proceeds                         13

Item 3.  Defaults On Senior Securities                                     13

Item 4.  Submission of Items to a Vote                                     13

Item 5.  Other Information                                                 13

Item 6.
(a)      Exhibits                                                          13
(b)      Reports on Form 8K                                                13

SIGNATURES                                                                 14`

---

# ASIA
SUPERNET CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2002 (unaudited) AND DECEMBER 31, 2001

`March 31, 2002    December 31,
                                                            (unaudited)        2001
                                                          --------------    -----------
ASSETS
     Current assets
Cash ....................................................   $   6,294    $   8,567
Prepayments and deposits ................................       4,984       18,311
                                                            ---------    ---------
      Total current assets ..............................      11,278       26,878

Investment in related company ...........................         201          201

Property and equipment
      Office furniture and equipment ....................      98,417       98,417
      Less-Reserve for depreciation .....................      47,332       41,958
                                                            ---------    ---------
      Net office furniture and equipment ................      51,085       56,459

Intangible assets
      Research and development ..........................     126,996      126,996
      Amortization of research and development ..........      18,082       18,082
                                                            ---------    ---------
      Net research and development ......................     108,914      108,914
                                                            ---------    ---------

Total assets ............................................   $ 171,478    $ 192,452
                                                            =========    =========

LIABILITIES AND SHAREHOLDERS EQUITY
     Current liabilities
Accounts payable ........................................   $  58,530    $  74,890
Accrued expenses ........................................      27,344       58,770
Note payable ............................................      27,176         --
Deferred income .........................................        --         10,885
Loans from director, shareholders and related parties ...     729,725      720,827
                                                            ---------    ---------
      Total current liabilities .........................     842,775      865,372

     Shareholders' equity (deficit)
Preferred stock (par value $0.001) 300,000,000 shares
  authorized, none issued
Common stock (par value $0.001) 900,000,000 shares
 authorized; 110,494,293 at March 31, 2002 and
 December 31, 2001, issued and outstanding ..............     110,494      110,494
Paid in Capital .........................................       2,104        2,104
Cumulative comprehensive income .........................      12,893       12,893
Deficit accumulated during development stage ............    (796,788)    (798,411)
                                                            ---------    ---------

     Total shareholders' equity (deficit) ...............    (671,297)    (672,920)
                                                            ---------    ---------

     Total liabilities and shareholders' equity
     (deficit) ..........................................   $ 171,478      192,452
                                                            =========    =========`

The
accompanying notes to financial statements are an integral part of this
statement

---

# ASIA
SUPERNET CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 AND
FROM INCEPTION MAY 12, 1999 TO MARCH 31, 2002
(unaudited)

`For the three   For the three     From inception
                                                      months ended    months ended     May 12, 1999 to
                                                     March 31, 2002  March 31, 2001    March 31, 2002
                                                     --------------  --------------    ---------------

REVENUES ........................................   $        --      $       6,047    $     162,675
COST OF REVENUES ................................            --              2,562           76,863
                                                    -------------    -------------    -------------
                                                             --              3,485           85,812

EXPENSES
  Salaries and related costs ....................         (25,429)          32,717          233,474
  Rent ..........................................           2,722            9,471           67,263
  Research and development ......................           5,140             --             41,087
  Office ........................................           2,133            3,964           56,706
  Travel and entertainment ......................           1,884            2,236           89,468
  Audit .........................................           2,820             --             26,254
  Depreciation ..................................           5,374            4,625           41,345
  Legal and professional fees ...................             860           12,149           99,766
  Telephone .....................................           2,487            3,271           24,080
                                                    -------------    -------------    -------------
Total expenses ..................................          (2,009)          68,433          679,443
                                                    -------------    -------------    -------------

Income (loss) from operations before
interest and income taxes .......................           2,009          (64,948)        (593,631)
Interest expense ................................             386             --                386
Income taxes ....................................            --               --               --
                                                    -------------    -------------    -------------
Income (loss) before acquisition ................           1,623          (64,948)        (594,017)

Loss on acquisition October 13, 2000-net
liabilities acquired ............................            --               --           (202,771)
                                                    -------------    -------------    -------------

Net income (loss) ...............................           1,623          (64,948)        (796,788)

Comprehensive income-foreign currency
translation adjustment ..........................            --               --             12,893
                                                    -------------    -------------    -------------

Comprehensive income (loss) .....................   $       1,623    $     (64,948)   $    (783,895)
                                                    =============    =============    =============

Net income (loss) per share-basic and diluted ...   $       0.000    $      (0.000)   $      (0.007)
                                                    =============    =============    =============
Weighted average number of common shares
outstanding .....................................     110,494,293      109,994,293      110,494,293
                                                    =============    =============    =============`

The
accompanying notes to financial statements are an integral part of this
statement

---

# ASIA
SUPERNET CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 AND
FOR THE PERIOD FROM INCEPTION MAY 12, 1999 TO MARCH 31, 2002
(unaudited)

`For the three   For the three    From inception
                                                           months ended    months ended    May 12 to March
                                                          March 31, 2002  March 31, 2001       31, 2002
                                                          --------------  --------------   ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss) .................................   $   1,623       $ (64,948)      $(796,788)
     Adjustment to reconcile net (loss) to net cash used
          in operating activities:
        Loss on acquisition October 13, 2000
         net-liabilities acquired. Adjustment
         for liabilities not required to be
          paid as of 2001 ..............................        --             --            202,771
        Depreciation ...................................       5,374           4,625          41,345
        Amortization ...................................        --               665          18,082
        Shares issued for services .....................        --             4,472          37,729
(Increase) decrease in operating assets:
       Prepaid and deposits ............................      13,327           9,470          (4,984)
Increase (decrease) in operating liabilities:
       Accounts payable ................................      10,816           5,149          11,580
       Accrued expenses ................................     (31,426)         (5,811)         19,157
       Deferred income .................................     (10,885)           --              --
                                                           ---------       ---------       ---------
Cash flows used in operating activities ................     (11,171)        (46,438)       (471,108)

CASH FLOWS USED IN INVESTING ACTIVITIES:
      Purchase of furniture and equipment ..............        --              --           (90,433)
      Investment in related company ....................        --              --              (201)
      Purchase of research and development .............        --              --          (126,996)
                                                           ---------       ---------       ---------
Cash flow used in investing activities .................        --              --          (217,630)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Increase in loan from shareholders ................       8,898          38,130         657,060
     Cash acquired in acquisition October 13, 2000 .....        --              --            25,062
     Shares issued for cash ............................        --              --                17
                                                           ---------       ---------       ---------
Cash flows from financing activities ...................       8,898          38,130         682,139

Effect of cumulative translation adjustment ............        --              --            12,893
                                                           ---------       ---------       ---------
Cash flows (used for) from all activities ..............      (2,273)         (8,308)          6,264

Cash balance at beginning of period ....................       8,567          31,948            --
                                                           ---------       ---------       ---------
Cash balance at end of period ..........................   $   6,294       $  23,640       $   6,264
                                                           =========       =========       =========

Cash paid for:
   Interest expense ....................................   $     386       $    --         $     386
   Taxes ...............................................        --              --              --
Supplemental disclosure of non-cash activities:
   Shares issued in payment of loan ....................        --            10,000          10,000
   Shares issued in payment of services ................        --             4,472         150,000`

The
accompanying notes to financial statements are an integral part of this
statement

---

# ASIA
SUPERNET CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
FOR THE PERIOD FROM INCEPTION MAY 12, 1999 TO MARCH 31, 2002

`Common stock
                                    -----------------------------------      Compre-     accumulated       Total
                                    Number of     Par value    Discount      hensive       during      Shareholders
                                     shares       $(0.001)     from par      income      development      equity
                                    ---------     ---------    --------      -------    ------------   ------------
Common stock issued for
 acquisition of Chinanet Group
 at par value as of May 12,
 1999 ...........................   106,683,429  $   106,683  $  (106,666) $      --    $      --     $        17
Translation adjustment ..........          --           --           --         11,164         --          11,164
Net loss from inception May
 12, 1999 to December 31, 1999 ..          --           --           --           --         (1,879)       (1,879)
                                    -----------  -----------  -----------  -----------  -----------   -----------
Balance at December 31, 1999 ....   106,683,429      106,683     (106,666)      11,164       (1,879)        9,302
Effect of exchange
 reorganization October
 13, 2000 .......................     2,660,864        2,661       (2,661)        --           --            --
Common stock issued for
 services provided and billed
 and for future services in
 the amount of $150,000 .........       150,000          150      149,850         --           --         150,000
Deduction for deferred
 services .......................          --           --        (83,053)        --           --         (83,053)
Translation adjustment ..........          --           --           --          5,488         --           5,488
Net loss ........................          --           --           --           --       (637,347)     (637,347)
                                    -----------  -----------  -----------  -----------  -----------   -----------
Balance at December 31, 2000 ....   109,494,293      109,494      (42,530)      16,652     (639,226)     (555,610)
Shares issued in payment of
 shareholder's loan .............     1,000,000        1,000        9,000         --           --          10,000
Services received for shares
 issued in prior period .........          --           --         35,634         --           --          35,634
Translation adjustment ..........          --           --           --         (3,759)        --          (3,759)
Net loss ........................          --           --           --           --       (159,185)     (159,185)
                                    -----------  -----------  -----------  -----------  -----------   -----------
Balance at December 31, 2001 ....   110,494,293      110,494        2,104       12,893     (798,411)     (672,920)

Net income (un-audited) .........          --           --           --           --          1,623         1,623
                                    -----------  -----------  -----------  -----------  -----------   -----------

Balance at March 31, 2002 .......   110,494,293  $   110,494  $     2,104  $    12,893  $  (796,788)  $  (671,297)
                                    ===========  ===========  ===========  ===========  ===========   ===========`

The
accompanying notes to financial statements are an integral part of this
statement

---

# ASIA
SUPERNET CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
(UNAUDITED)

# ORGANIZATION
AND PRINCIPLE ACTIVITY

Asia SuperNet Corporation
(the Company), formerly known as Powersoft Technologies Inc.
(Powersoft) was originally organized in California on March 24, 1958
as Time Save Markets, Inc. From 1958 to 1994, the Company effected numerous name
changes and engaged in businesses other than one it is presently engaged. In
August 1994, the Company changed its corporate domicile to Delaware. In November
1994, the Company, then known as Alpine International Corp. changed its name to
Heng Fai China Industries, Inc. On March 31, 1998, Heng Fai China Industries,
Inc. changed its name to Powersoft Technologies Inc.

On November 10, 1999, the
shareholders of Powersoft approved the reincorporation of Powersoft by changing
the state of incorporation from Delaware to Colorado by adoption of an Agreement
and Plan of Merger pursuant to which Powersoft has merged with and into Asia
SuperNet Corporation, a Colorado Corporation. The shareholders of the Company
approved the Agreement and Plan of Merger on October 1, 1999 (the
Reincorporation Merger). The Reincorporation Merger was effective as of December
22, 1999 when 15,559,542 outstanding shares of Powersoft common stock were
converted into 522,338 shares of the Companys common stock. The number of
shares converted into the Companys stock were rounded up to the next whole
share.

On January 18, 1999, the
Company entered into an agreement with SAR Trading Limited (SAR),
100% owned by Fai H. Chan who beneficially owned 79% of the Company, wherein SAR
agreed to buy and the Company agreed to sell all of its interests in all of its
subsidiaries. In consideration of the assumption of the liabilities by SAR, the
Company issued two notes payable to SAR in the amounts of $1,000,000 and
$3,838,000. The $1,000,000 note was immediately convertible into 20,000,000
common shares (reduced to 667,000 when the Reincorporation Merger took place) of
the Company at a fixed rate of $0.05 per share. The $3,838,000 note was reduced
to $2,472,722 with assignment of an amount due from a related party of
$1,365,278.

In June 2000 the promissory
note payable to SAR in the amount of $2,472,722 was converted into 1,471,859
shares of the Companys common stock.

Due to the above-mentioned
sale of all of the investments, the Company was an inactive shell at December
31, 1999.

On October 13, 2000, the
Company acquired all of the issued and outstanding common stock of ChinaNet
Communications, Ltd., a British Virgin Island corporation
(ChinaNet), that owns 100% of Beijing Star Gain Data Communication
Systems Co. Limited (Beijing Star) a Peoples Republic of China
(PRC) company, in exchange for 106,683,429 shares of its common
stock under the terms of an agreement dated August 1, 2000.

---

# ASIA
SUPERNET CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUTED)
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
(UNAUDITED)

The details of the
Companys holdings and their principal activities at September 30, 2001 are
summarized below.

`Name                       Date of       Place of       Equity interest     Activity
                                   acquisition or  incorporation    Direct Indirect
                                     formation
___________________________________________________________________________________________________________
Chinanet Communication Limited     May 18, 2000    British Virgin    100%               Inactive
(Chinanet BVI)                                     Islands
Chinanet Communication Limited     May 12, 1999    Hong Kong          26%      74%      Inactive
(Chinanet HK)
Chinanet Communication Limited     October 12,     Western Samoa     100%               Inactive
(Chinanet Samoa)                   2000
Beijing Star Gain Data             December 7,     Peoples                    100%      Communication
Communication System Co.           1999            Republic of                          equipment
Limited (Beijing Star)                             China
China-Antiflooding System          June 2001       Samoa              50%               Investment holding
Monitor Limited
China Environment System Monitor   June 2001       Samoa              50%               Investment holding
Beijing Stargain Data              November        Peoples                     50%      Inactive
Communitions Technology Ltd.       2001            Republic of
                                                   China
Beijing Stargain Environmental     November        Peoples                     50%      Inactive
Monitor Technology Ltd.            2001            Republic of
                                                   China`

Beijing Star, the operating
company, has researched, developed and intends to manufacture and market a
handheld personal digital assistant (PDA), which has been designed to function
through Chinas existing paper network infrastructure. Beijing Stars
goal is to convert a market of approximately 80 million traditional pager
customers in China to its system. A base station receives messages from the PDA
and sends the messages to the Management Control Center (MCC) through a local
digital data network. The MCC is interconnected with the base station, paging
operators and content providers. The information requested by the PDA owner is
broadcast through the paging network. The processing of each command is
accomplished through the use of proprietary software, which receives the
requests and responds as needed. Beijing Star has developed a unique system to
manage and process this data. Patents for the PDA and base station technology in
China and a copyright for the MCC software in China have been issued.

The Companys business
is characterized by rapid technological change, new product and service
development and evolving industry standards. Inherent in the Company's business
are various risks and uncertainties, including limited operating history,
uncertain profitability, history of losses and risks associated with the ability
to raise additional capital.

The Company has its only
active operation in the Peoples Republic of China (PRC) that maybe
subject to significant risks not typically associated with companies in North
America. The Companys operations could be adversely affected by changes in
the political and social conditions, changes in government policies with respect
to laws and regulations, anti-inflationary measures, currency conversion,
remittance abroad and rates and methods of taxation.

---

# ASIA
SUPERNET CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUTED)
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
(UNAUDITED)

# BASIS OF
PRESENTATION

On October 13, 2000, the
Company acquired all of the issued and outstanding common stock of ChinaNet that
owns 100% of Beijing Star in exchange for 106,683,429 shares of its common stock
under the terms of an agreement dated August 1, 2000. Prior to the issuance of
the shares, the Company had 2,660,864 shares of common stock outstanding. As a
result of the exchange, the shareholders of ChinaNet own 97.6% of the common
stock outstanding of the Company after the issuance of the 106,683,429 shares.

The acquisition of ChinaNet
by the Company on October 13, 2000 has been accounted for as a purchase and
treated as a reverse acquisition since the former owners of ChinaNet controlled
over 97% of the total shares of Common Stock of the company outstanding
immediately following the acquisition.

On this basis, the
historical financial statements prior to October 13, 2000 have been restated to
be those of the accounting acquirer ChinaNet. The historical stockholders
equity prior to the reverse acquisition has been retroactively restated (a
recapitalization) for the equivalent number of shares received in the
acquisition after giving effect to any difference in par value of the
issuers and acquirers stock with an offset to discount from
par value. The original 2,660,864 shares of common stock outstanding prior
to the exchange reorganization have been reflected as an addition in the
stockholders equity account of the Company on October 13, 2000.

The financial statements
have been prepared in accordance with generally accepted accounting principles
in the United States of America. This basis of accounting differs from that used
in the statutory financial statements of the British Virgin Islands and Hong
Kong and the PRC, which were prepared in accordance with generally accepted
accounting principles in Hong Kong and the accounting principles and the
relevant financial regulations applicable to enterprises with foreign
investments as established by the Ministry of Finance of China respectively.

# INTERIM
FINANCIAL INFORMATION

The financial statements of
the Company as of March 31, 2002 and for the three months ended March 31, 2002
and 2001 and from inception (May 12, 1999) through March 31, 2002, and related
footnote information are un-audited. All adjustments (consisting only of normal
recurring adjustments) have been made which, in the opinion of management, are
necessary for a fair presentation. Results of operations for the three months
ended March 31, 2002 and 2001 and from inception (May 12, 1999) through March
31, 2002 are not necessarily indicative of the results that may be expected for
any future period. The balance sheet at December 31, 2001 was derived from
audited financial statements. Certain information and footnote disclosures,
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America, have been
omitted. These financial statements should be read in conjunction with the
audited financial statements and notes for the period from inception (May 12,
1999) to December 31, 2001.

# SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

a)    
       BASIS OF CONSOLIDATION

| | The
consolidated financial statements include the accounts of the Company and its
subsidiaries. All material intra-group balances and transactions have been
eliminated on consolidation.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

# ASIA
SUPERNET CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUTED)
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
(UNAUDITED)

b)    
       PREPARATION OF FINANCIAL STATEMENTS

| | The
Company has a negative
working capital of as of March 31, 2002. These conditions raise doubt about the
Companys ability to continue as a going concern.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Continuation
of the Company
as a going concern is dependent upon obtaining additional working capital and
attaining profitable operations in the future. The principal stockholder has
undertaken to make available adequate funds to the Company as and when required
to maintain the Company as a going concern. As a result, the financial
statements have been prepared in conformity with the principles applicable to a
going concern.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results
could differ from those estimates.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

c)    
       INVENTORIES

|d) | Inventories will be stated at the lower of cost, on a first-in first-out basis,
or market value.
|-- | ------------------------------------------------------------------------------------------------

e)    
       PROPERTY AND EQUIPMENT

| | Fixed
assets are recorded
at cost. Gains or losses on disposals are reflected in current operations. Major
expenditures for betterments and renewals are capitalized. All ordinary repair
and maintenance costs are expensed as incurred.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Depreciation
for financial
reporting purposes is provided using the straight-line method over the estimated
useful lives of the assets as follows: furniture and office equipment - 5 years.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

f)    
       INCOME TAXES

| | The
Company accounts for
income tax under the provisions of Statement of Financial Accounting Standards
(SFAS) No. 109, which requires recognition of deferred tax assets
and liabilities for the expected future tax consequences of events that have
been included in the financial statements or tax returns. Deferred income taxes
are provided using the liability method. Under the liability method, deferred
income taxes are recognized for all significant temporary differences between
the tax and financial statement bases of assets and liabilities.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

g)    
       OPERATING LEASES

| | Operating
leases represent
those leases under which substantially all the risks and rewards of ownership of
the leased assets remain with the leasers. Rental payments under operating
leases are charged to expense on the straight-line basis over the period of the
relevant leases.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

h)    
       COMPREHENSIVE INCOME

| | The
Company has adopted
SFAS No. 130, which established guidance for the reporting and disclosure of
comprehensive income and its components. The purpose of reporting comprehensive
income is to report a measure of all changes in equity that resulted from
recognized transactions and other economic events of the period other than
transactions with shareholders. Adoption of the standard had no economic impact
on the Companys consolidated financial position, results of operations or
cash flows. The Company reports comprehensive income in the Consolidated
Statements of Operations.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

i)    
       FOREIGN CURRENCY TRANSLATION

| | The
translation of the
financial statements of subsidiaries into United States dollars is performed for
balance sheet accounts using the closing exchange rate in effect at the balance
sheet dates and for revenue and expense accounts using an average exchange rate
during each reporting period. The resulting foreign currency translation gain or
loss is included in Stockholders Equity as Comprehensive Income.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

# ASIA
SUPERNET CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUTED)
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
(UNAUDITED)

j)    
       EARNINGS PER COMMON SHARE

| | Basic
earnings per common share is computed in accordance with SFAS No. 128 by
dividing net income for each year by the weighted average number of shares of
common stock outstanding during the year.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
computation of diluted earnings per common share is similar to basic earnings
per common share, except that the denominator is increased to include the number
of additional common shares that would have been outstanding if all dilutive
securities outstanding during the years were exercised.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
basic and diluted earnings per common share were the same for the periods
presented because no dilutive securities were outstanding or exercisable as of
September 30, 2001 and 2000.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

k)    
       RESEARCH AND DEVELOPMENT COSTS

| | Expenditures
related to the research land development of new products and processes are
expensed as incurred, unless they are required to be capitalized. Research and
development costs are required to be capitalized when a products
technological feasibility has been established by completion of a detailed
program design or working model of the product, and ending when a product is
available for release to customers. For the year ended December 31, 2000 the
Company capitalized $126,996 of costs related to the purchase of technology from
the University of Beijing that provided new functionality for the Companys
existing detailed program design and working model. The Company will amortize
capitalized research and development against sales at a rate of ten percent or
over a four-year period, which approximates the period to be benefited,
whichever is shorter.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

RELATED
PARTY TRANSACTIONS

Loans from directors,
shareholders and other related parties of $729,725 and $720,827 at March 31,
2002 and December 31, 2001, respectively, are non-interest bearing, currently
payable and not evidenced by any notes.

NOTE PAYABLE



On January 31, 2002 the
Company issued a debenture payable for $27,176 in payment of legal fees. The
note is payable July 31, 2002 and accrues interest at 8 1/2 percent. The
debenture can be converted to common stock at the option of the holder at the
bid price of the stock on the date of conversion. The number of shares issued
would be the amount of the debenture payable divided by the bid price.

WAIVER OF
STAFF BENEFITS

During the period from
inception the Company has accrued severance benefits in accordance with the
estimated payments required when staff are terminated. The Company has reduced
staff. However, most of the staff were placed in other positions before
termination and the benefits which the Company would ordinarily pay are not
applicable. The Company has taken the reduction in the liability for severance
benefits to salaries and related costs in the three months ended March 31, 2002.

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Item 2.    
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

This analysis contains
forward-looking COMMENTS, WHICH are based on current information. Actual results
in the future may differ materially.

The following discussion
should be read in conjunction with the Consolidated Financial Statements of the
Company and related Notes thereto.

The Company has finished it
primary research and development and is now concentrating its efforts on
developing the handheld personal digital assistant (PDA) product.

The Company will require
additional investment to strengthen the financial condition of the Company in
order manufacture, market and sell its product. During the interim the Company
is being financed by loans from a major stockholder and sale of its know-how and
patents in other communications areas unrelated to the PDA.

Sales to date have been for
know-how and patents in unrelated communications areas that have helped to
finance expenses of the Company. The Company has reduced its quarterly expenses
to $31,600 (not including the benefit from severance pay reduction credited to
salaries and benefits of $29,602) for the three months ended March 31, 2002, as
compared $68,400 for the three months ended March 31, 2001. The major reduction
was in salaries from $32,700 in the quarter ended March 31, 2001 as compared to
$4,100 for the quarter ended March 31, 2002.

Item 3.    
RISKS

The Companys business
is characterized by rapid technological change, new product and service
development and evolving industry standards. Inherent in the Companys
business are various risks and uncertainties, including limited operating
history, uncertain profitability, history of losses and risks associated with
the ability to raise additional capital.

The Company has its only
active operation in the Peoples Republic of China (PRC) that maybe
subject to significant risks not typically associated with companies in North
America. The Companys operations could be adversely affected by changes in
the political and social conditions, changes in government policies with respect
to laws and regulations, anti-inflationary measures, currency conversion,
remittance abroad and rates and methods of taxation.

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PART II. OTHER INFORMATION

Item 1.    
Item 1. Legal Proceedings - None

Item 2.    
Changes in Securities and Use of Proceeds - None

Item 3.    
Defaults on Senior Securities - None

Item 4.    
Submission of Items to a Vote - None

Item 5.    
Other Information - None

Item 6.

(a)    
Exhibits - None
(b)    Reports on Form 8-K - None

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SIGNATURES

In
accordance with the requirements of the Securities and Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Dated: May 13, 2002 
          
            
           
            
         
           
         
Asia SuperNet Corporation
            
            
            
                
            
            
            
                  
      By: /s/ Robert H. Trapp
             
            
            
            
            
            
            
            
            
            Robert H.
Trapp
             
            
                  
            
     
            
            
            
            
            
Director/Principal Accounting Officer

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