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

# FORM 10-QSB

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

For the
quarterly period ended September 30, 2001

| | [  ] | 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 
[  ]     No  [X]

The number of shares of the
registrants common stock as of September 30, 2001: 110,494,293 shares.

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

---

# ASIA
SUPERNET CORPORATION
FORM 10-QSB
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001
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                  15

Item 3.  Risks                                                             15

PART II. OTHER INFORMATION                                                 16

Item 1.  Legal Proceedings                                                 16

Item 2.  Changes in Securities and Use of Proceeds                         16

Item 3.  Defaults On Senior Securities                                     16

Item 4.  Submission of Items to a Vote                                     16

Item 5.  Other Information                                                 16

Item 6.
(a)      Exhibits                                                          16
(b)      Reports on Form 8K                                                16

SIGNATURES                                                                 17`

---

# ASIA
SUPERNET CORPORATION

# PART I.
FINANCIAL INFORMATION

## ITEM 1.
FINANCIAL STATEMENTS

ASIA SUPERNET
CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
(UNAUDITED)

`September 30,   December 31,
                                                            2001            2000
                                                        ------------    -----------
ASSETS
     Current assets
Cash ...................................................   $  21,964    $  31,948
Prepayments and deposits ...............................      14,457       21,392
                                                           ---------    ---------
      Total current assets .............................      36,421       53,340

Property and equipment
      Office furniture and equipment ...................     103,225       92,413
      Less-Reserve for depreciation ....................      41,014       23,200
                                                           ---------    ---------
       Net office furniture and equipment ..............      62,211       69,213

Investment in related company ..........................         100         --

Intangible assets
      Research and development .........................     126,996      126,996
      Less-Amortization ................................      12,035         --
                                                           ---------    ---------
       Net research and development ....................     114,961      126,996
                                                           ---------    ---------
     Total  assets .....................................   $ 213,693    $ 249,549
                                                           =========    =========


LIABILITIES AND SHAREHOLDERS' EQUITY
     Current liabilities
Accounts payable .......................................   $ 121,198    $ 102,107
Accrued expenses .......................................      95,478      103,525
Deferred income ........................................      53,217       42,332
Loans from director, shareholders and related parties ..     672,147      557,195
                                                           ---------    ---------
       Total current liabilities .......................     942,040      805,159

     Shareholders' equity
Preferred stock (par value $0.001)
300,000,000 shares authorized, none issued
Common stock (par value $0.001) 900,000,000
shares authorized; 109,494,293 at December
31, 2000 and 110,494,293 at March 31, 2001
issued and outstanding .................................     110,494      109,494
Paid in capital (Discount from par value) ..............       2,100      (42,530)
Cumulative comprehensive income ........................      16,652       16,652
Deficit accumulated during development stage ...........    (857,593)    (639,226)
                                                           ---------    ---------

     Total shareholders' deficit .......................    (728,347)    (555,610)
                                                           ---------    ---------

     Total liabilities and shareholders' equity ........   $ 213,693    $ 249,549
                                                           =========    =========`

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 NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 AND
THE THREE MONTHS SEPTEMBER 30, 2001 AND 2000 AND
CUMULATIVE FROM INCEPTION TO SEPTEMBER 30, 2001
(UNAUDITED)

`Six months     Three months       Three months    From inception
                                      Six months ended      ended           ended              ended        May 12, 1999
                                        September 30,    September 30,   September 30,     September 30,    to September
                                            2001             2000            2001              2000           30, 2001
                                      ----------------   ------------   -------------      ------------    --------------

SALES .............................   $     120,344    $        --      $     102,806    $        --      $     120,344
COST OF SALES .....................          26,814             --             15,697             --             26,814
                                      -------------    -------------    -------------    -------------    -------------
                                             93,530             --             87,109             --             93,530

EXPENSES
  Salaries and related costs ......         117,477           83,110           42,593           52,829          276,338
  Rent ............................          38,142           16,399            8,890            8,790           63,117
  Research and development ........            --             36,139             --                175           36,251
  Office ..........................          34,602           15,203           13,247            5,631           58,481
  Travel and entertainment ........          36,587           28,829           23,391           11,131           78,821
  Depreciation ....................          14,003           11,554            4,576            4,858           31,216
  Audit ...........................          17,814            7,500           17,814             --             34,838
  Legal and professional fees .....          44,687           18,718           27,856              385           70,811
  Telephone .......................           8,585            7,278            3,307            2,825           20,564
                                      -------------    -------------    -------------    -------------    -------------
Total expenses ....................         311,897          224,730          141,674           86,624          670,437
                                      -------------    -------------    -------------    -------------    -------------

Loss from operations ..............        (218,367)        (224,730)         (54,565)         (86,624)        (576,907)
Income tax ........................            --               --               --               --               --
                                      -------------    -------------    -------------    -------------    -------------
Loss before acquisition ...........        (218,367)        (224,730)         (54,565)         (86,624)        (576,907)
Loss from acquisition October 13,
2000-net liabilities acquired .....            --               --               --               --           (280,686)
                                      -------------    -------------    -------------    -------------    -------------
Net loss ..........................        (218,367)        (224,730)         (54,565)         (86,624)        (857,593)
Comprehensive income-foreign
 currency adjustment ..............            --               --               --               --             16,652
                                      -------------    -------------    -------------    -------------    -------------

Comprehensive loss ................   $    (218,367)   $    (224,730)   $     (54,565)   $     (86,624)   $    (840,941)
                                      =============    =============    =============    =============    =============

Net loss per share-basic
 and diluted ......................   $      (0.002)   $      (0.002)   $      (0.000)   $      (0.000)   $      (0.008)
                                      =============    =============    =============    =============    =============
Weighted average number of common
shares outstanding ................     110,383,182      106,683,429      110,383,182      106,683,429      110,383,182
                                      =============    =============    =============    =============    =============`

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 NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 AND
CUMULATIVE FROM INCEPTION TO SEPTEMBER 30, 2001
(UNAUDITED)

`For the six    For the six  From inception
                                                   months ended  months ended   May 12, 1999
                                                     September     September    to September
                                                     30, 2001       30, 2000     30, 2001
                                                   ------------  ------------- --------------

CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss ...................................     $(218,367)   $(224,730)   $(857,593)
     Adjustment to reconcile net
     (loss) to net cash
        Loss on acquisition October
        13, 2000 net liabilities
        acquired ................................          --           --        280,686
        Depreciation and amortization ...........        29,849       11,554       47,062
        Shares issued for services ..............        35,630         --         37,725
(Increase) decrease in operating assets
       Prepaid and deposits .....................         6,935      (33,584)     (14,457)
Increase (decrease) in operating liabilities
       Accounts payable .........................        29,091        8,739       44,339
       Deferred income ..........................        10,885         --         53,217
       Accrued expenses .........................        (8,047)         385       22,109
                                                      ---------    ---------    ---------
Cash flows used in operating activities .........      (114,024)    (237,636)    (386,912)

CASH FLOWS USED IN INVESTING ACTIVITIES
      Purchase of furniture and
       equipment ................................       (10,912)     (75,219)     (95,341)
      Purchase of research and
       development ..............................          --       (114,901)    (126,996)
                                                      ---------    ---------    ---------
Cash flows used in investing activities .........       (10,912)    (190,120)    (222,337)

CASH FLOWS FROM FINANCING ACTIVITIES
     Increase in loan from director .............       114,952      152,892      589,482
     Shares issued for cash .....................          --           --             17
     Cash from acquisition ......................          --           --         25,062
                                                      ---------    ---------    ---------
Cash flows from financing activities ............       114,952      152,892      614,561

Effect of cumulative translation adjustment .....          --         15,228       16,652
                                                      ---------    ---------    ---------

Cash flows (used) from all activities ...........        (9,984)    (259,636)      21,964

Cash balance at beginning of period .............        31,948      267,702         --
                                                      ---------    ---------    ---------
Cash balance at end of period ...................     $  21,964    $   8,066    $  21,964
                                                      =========    =========    =========

Cash paid for:
   Interest expense .............................          --           --           --
   Taxes ........................................          --           --           --
Supplemental disclosure of non-cash investing
and financing activities:
  Stock issued for reduction of loan from
shareholder .....................................     $  10,000    $    --      $  10,000`

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
FROM INCEPTION TO SEPTEMBER 30, 2001
(UNAUDITED)

`Common stock                                  (Deficit)
                                     ---------------------------------------                      accumulated
                                                                    Discount      Compre-         during
                                     Number of       Par value      From par      hensive         development
                                     shares          $(0.001)       value         income          stage
                                     ---------       ---------      --------      -------         -----------
Common stock issued for
acquisition of Chinanet
Group at par value as
of May 12, 1999 ................    106,683,429   $    106,683   $   (106,666)   $          0    $          0

Translation adjustment .........           --             --             --            11,164            --

Net (loss) during period .......           --             --             --              --            (1,879)
                                   ------------   ------------   ------------    ------------    ------------
Balance at December 31, 1999 ...    106,683,429        106,683       (106,666)         11,164)         (1,879)

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            --              --
Deduct deferred
services expense ...............           --             --          (83,053)           --              --

Translation adjustment .........           --             --             --             5,488            --

Net (loss) .....................           --             --             --              --          (637,347)
                                   ------------   ------------   ------------    ------------    ------------
Balance at
December 31, 2000 ..............    109,494,293        109,494        (42,530)         16,652        (639,226)

Shares issued in payment
of shareholder loan ............      1,000,000          1,000          9,000            --              --

Services received for
shares issued in prior period ..           --             --           35,630            --              --

Net loss for the period ........           --             --             --              --          (218,367)
                                   ------------   ------------   ------------    ------------    ------------
Balance at September 30, 2001
                                    110,494,293   $    110,494   $      2,100    $     16,652    $   (857,593)
                                   ============   ============   ============    ============    ============`

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 NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
(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.

---

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

`Date of
                                 acquisition or    Place of        Equity Interest
          Name                     formation    incorporation      Direct  Indirect      Activity
-------------------------------  -------------- -------------      ----------------      --------
Chinanet Communication Limited    May 18, 2000   British Virgin      100%                 Inactive
(Chinanet)                                         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 Republic            100%         Communication
Communication System Co.          1999           of China                                 equipment
Limited (Beijing Star)
China-Antiflooding System         June 2001      Samoa                50                  Inactive
Monitor Limited
China Environment System Monitor  June 2001      Samoa                50                  Inactive`

During the third quarter
the Company dissolved Mobilnet Communication Limited organized in Hong Kong, a
company that had been inactive. Also during the third quarter the Company sold a
60% interest in Mobilnet Communications Limited (Mobil BVI) organized in the
British Virgin Islands for a nominal amount. Beijing Star sold technical
know-how to Mobil BVI for $102,800 that has been recognized as revenue in the
third quarter. Mobil BVI is operated and controlled by the 60% owners.

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.

## 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.

The Company prepared its
December 31, 2000 financial statements as a company in the development stage.
The Company has completed its research and development as of that date. The
financial statements for current year (2001)are prepared as a company out of the
development stage.

---

## 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.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

b)          
PREPARATION OF FINANCIAL STATEMENTS

| | The
Company has a negative working capital of as of September 30, 2001. 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

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

d)          
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.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

e)          
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.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

f)          
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.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

g)          
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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

h)          
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.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

i)          
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.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

j)          
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.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

k)          
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

| | In
June 2001, the FASB issued SFSA No. 141, Business Combinations, and
SFAS No. 142, Goodwill and Other Intangible Assets. Under these new
standards, all acquisitions subsequent to June 30, 2001 must be accounted for
under the purchase method of accounting, and purchased goodwill is no longer
amortized over its useful life. Rather, goodwill will be subject to a periodic
impairment test based upon it fair value.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
August 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations (SFAS 143). SFAS 143 establishes accounting standards
for recognition and measurement of a liability for the costs of asset retirement
obligations. Under SFAS 143, the costs of retiring an asset will be recorded as
a liability when the retirement obligation arises, and will be amortized to
expense over the life of the assets.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | In
October 2001, the FASB issued SFAS No, 144, Accounting for the Impairment
or Disposal of Long-Lived Assets (SFAS 144). SFAS 144 addresses
financial accounting reporting for the impairment or disposal of long-lived
assets and discontinued operations.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | These
pronouncements have no impact on the financial position and results of
operations of the Company. The Company has adopted these standards as of this
year.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

RELATED PARTY TRANSACTIONS

Loans from directors,
shareholders and other related parties of $672,147 and $557,195 at September 30,
2001 and December 31, 2000, respectively, are non-interest bearing, currently
payable and not evidenced by any notes.

The Company transferred
know-how and patent to a related company for $102,806 which has been included in
sales.

COMMON STOCK

Total shares restricted as
to trading were 107,833,429 at September 30, 2001.

The stated par value of
common stock is $0.001 per share. Since the shares issued in the reverse
acquisition of Chinanet were valued at less than par the Company recorded a
discount from par value. Proceeds in excess of par from stock sales
and stocks issued for services were credited to the discount from par
value account until the total par value was equivalent to $0.001. The
discount from par value was covered during the third quarter and
additional amounts will be credited to paid in capital.

The Company issued 150,000
shares of common stock for services in October of 2000, of which, $83,053 at
December 31, 2000 was for services to be provided in future periods. During the
nine months ended September 30, 2001, $35,630 of such services was provided.

The Company issued
1,000,000 shares of common stock in cancellation of a shareholders loan in
the amount of $10,000.

LEASES

The Company leased office
space on a month-to-month basis.

INCOME TAXES

The Peoples Republic of
China (PRC) income tax laws covering Foreign Investment Enterprises and Foreign
Enterprises govern the Company. Foreign investment enterprises are generally
subject to income tax at a rate of 33% (30% country and 3% local).

---

Foreign enterprises that
are approved as high-tech or new technology enterprises that are established in
the Beijing New Technology Industry Development Zone are subject to a reduced
tax rate of 15%. New technology enterprises also receive a three-year exemption
from taxation and an additional three years at one half the 15% rate (7.5%)

The Companys
operations in the PRC have been approved as a new technology enterprise.

The
components of the deferred tax asset is as follows:

`September 30,    September 30,
                                                  2001              2000
                                              -------------    ------------
     Deferred tax asset net operating
     loss carry-forward                       $   41,000       $   16,800

     Valuation allowance                          41,000           16,800
                                              ----------       ----------

     Net deferred tax assets                  $     --         $    --
                                              ==========       ==========`

SFAS No. 109 requires a
valuation allowance to be recorded when it is more likely than not that some or
all of the deferred tax assets will not be realized.

Reconciliation
of the differences between the statutory tax rate and the effective income tax rate is as follows:

`September 30,    September 30,
                                                  2001              2000
                                              -------------    ------------
     Effective statutory federal tax
     (benefit) rate                               (7.5)%          (7.5)%

     Variance allowance                            7.5%            7.5%
                                               ---------        ---------

     Effective tax rate                              0%              0%
                                               =========        =========`

Subsidiaries are subject to
income taxes on an entity basis on income arising in or derived from the tax
jurisdiction in which they are domiciled and operate. Since they are
non-operating no income tax expense has been recorded.

---

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 are for know-how and
patents in unrelated communications areas. The expenses of the nine months were
primarily salaries and legal and professional fees, as compared to the prior
year when most of the expense were for research and development.

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.

---

# PART II.
OTHER INFORMATION

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

| | A
Current Report on Form 8-K dated June 21, 2001 was filed on September 24, 2001
to report under Item 4 the appointment of William D. Lindberg as the independent
accountant for the Company, as well as, the dismissal of Deloitte Touche
Tohmatsu as the independent accountants and to file the letter of Deloite Touche
Tohmatsu to the SEC under Item 7.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | A
Current Report on Form 8-K/A dated June 21, 2001 was filed on September 28, 2001
to report under Item 4 the appointment of William D. Lindberg as the independent
accountant for the Company, as well as, the dismissal of Deloitte Touche
Tohmatsu as the independent accountants and to file the letter of Deloite Touche
Tohmatsu to the SEC under Item 7.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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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: March 19, 2002 
          
            
        
            
         
           
         
Asia SuperNet Corporation
            
            
            
                
            
            
            
                  
      By: /s/ Lui Ming Hui
             
            
            
            
            
            
            
            
            
            Lui Ming
Hui
             
            
                  
            
     
            
            
            
            
            
Director

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