---

# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

# Washington, D.C. 20549

# FORM 10-KSB

---

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

For the fiscal
year ended December 31, 2000

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

For the
transition period _____ to______

Commission
File Number 0-7619

ASIA
SUPERNET CORPORATION
(Exact name of small business issuer)

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

1888
Sherman Street, Suite 500, Denver, Colorado     
    80203
(Address of principal executive offices)     
    (Zip Code)

(303)
894-7971
(Issuers telephone number)

Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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]

Check
if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB   [X]

Issuers
revenue for its most recent fiscal year: $0

The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, is not available
as the common stock is not currently trading.

The
number of shares of the issuers common stock as of December 31, 2000:
109,494,293 shares.

Transitional
Small Business Disclosure Format     YES  [  ]
NO  [X]

---

# ASIA
SUPERNET CORPORATION

# FORM 10-KSB
YEAR ENDED DECEMBER 31, 2000
TABLE OF CONTENTS

`PAGE
                                                                                ----
PART I............................................................................ 3

   Item 1. DESCRIPTION OF BUSINESS................................................ 3

   Item 2. DESCRIPTION OF PROPERTY................................................ 6

   Item 3. LEGAL PROCEEDINGS...................................................... 7

   Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................... 7

PART II........................................................................... 7

   Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS............... 7

   Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATION OR PLAN OF OPERATION.............................. 7

   Item 7. FINANCIAL STATEMENTS................................................... 8

   Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE.................................................. 19

PART III......................................................................... 20

   Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT..................... 20

   Item 10. EXECUTIVE COMPENSATION............................................... 21

   Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................... 22

PART IV.......................................................................... 23

   Item 13. EXHIBITS AND REPORTS ON FORM 8-K..................................... 23

   SIGNATURES.................................................................... 24`

---

FORWARD-LOOKING
STATEMENTS

ALL FORWARD-LOOKING
STATEMENTS CONTAINED HEREIN ARE DEEMED BY THE COMPANY TO BE COVERED BY AND TO
QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. SHAREHOLDERS AND PROSPECTIVE SHAREHOLDERS SHOULD
UNDERSTAND THAT SEVERAL FACTORS GOVERN WHETHER ANY FORWARD - LOOKING STATEMENT
CONTAINED HEREIN WILL BE OR CAN BE ACHIEVED. ANY ONE OF THOSE FACTORS COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED HEREIN. THESE
FORWARD - LOOKING STATEMENTS INCLUDE PLANS AND OBJECTIVES OF MANAGEMENT FOR
FUTURE OPERATIONS, INCLUDING PLANS AND OBJECTIVES RELATING TO THE PRODUCTS AND
THE FUTURE ECONOMIC PERFORMANCE OF THE COMPANY. ASSUMPTIONS RELATING TO THE
FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE
ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND THE
TIME AND MONEY REQUIRED TO SUCCESSFULLY COMPLETE DEVELOPMENT PROJECTS, ALL OF
WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE
BEYOND THE CONTROL OF THE COMPANY. ALTHOUGH THE COMPANY BELIEVES THAT THE
ASSUMPTIONS UNDERLYING THE FORWARD - LOOKING STATEMENTS CONTAINED HEREIN ARE
REASONABLE, ANY OF THOSE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE,
THERE CAN BE NO ASSURANCE THAT THE RESULTS CONTEMPLATED IN ANY OF THE FORWARD
-LOOKING STATEMENTS CONTAINED HEREIN WILL BE REALIZED. BASED ON ACTUAL
EXPERIENCE AND BUSINESS DEVELOPMENT, THE COMPANY MAY ALTER ITS MARKETING,
CAPITAL EXPENDITURE PLANS OR OTHER BUDGETS, WHICH MAY IN TURN AFFECT THE
COMPANYS RESULTS OF OPERATIONS. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES
INHERENT IN THE FORWARD LOOKING STATEMENTS INCLUDED THEREIN, THE INCLUSION OF
ANY SUCH STATEMENT SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE COMPANY OR
ANY OTHER PERSON THAT THE OBJECTIVES OR PLANS OF THE COMPANY WILL BE ACHIEVED.

PART I

Item 1. DESCRIPTION OF
BUSINESS

Business History

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 respective 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 was 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 of the
subsidiaries 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 Reincorporation meager
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 Companys subsidiaries, 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, Limited., a British Virgin Islands corporation (Chinanet
BVI), 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 are summarized below.

`Name                             Date of           Place of           Equity   Interest       Activity
                                 acquisition       incorporation      Direct   Indirect
                                 or formation
-----------------------------------------------------------------------------------------------------

Chinanet Communication           May 18, 2000      British Virgin     100%     --            Inactive
Limited ("Chinanet BVI")                           Islands

Chinanet Communication           May 12, 1999      Hong Kong          26%      74%           Inactive
Limited ("Chinanet HK")

Mobilnet Communication           June 7, 2000      Hong Kong          xxx      100%          Inactive
Limited ("Mobil")

China Communication              October           Western            100%     --            Inactive
Limited ("Chinanet Samoa")       12, 2000          Samoa

Beijing Star Gain Date           December          Peoples                                   Communications
Communication System             7, 1999           Republic of                               equipment
Co. Limited ("Beijing Star")                       China (Beijing)     --      100%`

Beijing Star 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 PRC that may subject the Company 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.

---

The Products

The industry of
Chinas paging communication services tends to be saturated and is
confronted with competition from the high-powered Mobile Communication Services.
The paging operators must change from the original unidirectional paging network
to a multifunctional bi-directional system if they are to continue to compete
for customers. For this reason, Beijing Star has developed the following two
technologies:

1.    The
bi-directional improvement technologies for unidirectional paging network

Beijing Star has developed
a new and low-cost bi-directional paging system. This system has changed the
traditional unidirectional paging system into multifunctional bi-directional
system, using the downstream Broadcast Channel and upstream Order Channel to
fully upgrade the data services and upgrading the pager into a PDA with regular
paging functions. Based on the original paging system, the new system is
equipped with upstream base station, MCC and PDA with bi-directional paging
function. The paging station sends out the information provided by various web
sites through original broadcasting network. The users can use PDA to receive
the information, and they can then order the information to meet their
requirements. The upstream receives the upstream request of PDA, and then sends
the request to the MCC via private line or via the bi-directional base station
through wireless method. The reply of PDA request can feed back through the
downstream channel of the original unidirectional paging. The MCC can route all
sorts of information and it is connected with the bi-directional base station,
web sites, paging station and relevant companies (such as the securities
companies or banks).

Various technical
improvements have been designed into the system. For example, the base-band is
designed as full duplex, thus the system can realize all functions of CDPD
(Cellular Digital Packet Data) network after more transmission models are added
to the base station, while the fee of network construction and the services fee
are still far less than that of CDPD network. The development tendency of Mobile
Data Exchange with high speed will be the GPRS (General Packet Radio Service)
system WAP (Wireless Application Protocol) is the predecessor of GPRS in the
respect of the wireless network access, since the WAP still uses the voice
channel of hand phone network to transmit data). The implementation of GPRS
system is anticipated in 2002 in China (the commencement of experimental network
will likely be earlier). The initial GPRS system and network construction fee
and services fee will be high. Since the bi-directional paging communication
system will be less expensive the market in China is anticipated to be greater.

2.    The
PDA supporting the WAP and possessing paging functions

For those companies
reluctant to upgrade from the unidirectional paging network into a
bi-directional paging system, Beijing Star has developed a new PDA for their
users. The PDA can support WAP and has paging functions, so the companies can
provide more value-added information services without large investment. The
design principle is to use the bi-directional characteristics of a hand phone to
connect it with unidirectional paging network, i.e. the traditional paging
network is improved to be a unidirectional Internet network to provide
information, while the downstream can use the broadcast channel of paging to
provide the users with commercial information. The rush downstream call can pass
through the paging and the Chinese Short Information of hand phone, and the
upstream reply can transmit back in reverse direction via the voice channel and
Chinese Short Information. As to this reconstruction, the investment is low, the
service scope is broad, and it can reasonably decrease the services fee for the
users.

Beijing Star has developed
the plug-card of data switch for the popular hand phone, and the plug-card is
built in the PDA with paging functions. The PDA can access the hand phone
network when it is connected with a hand phone. The PDA is equipped with a
module that possesses the paging function, so it can receive the broadcasting
information from the paging station. An additional improvement allows the
mini-type browser embedded in the PDA to make it compatible with WAP, enabling
users to smoothly navigate the content of WAP sites via the PDA. The network
reconstruction provides the supplier of e-commerce services with WAP access
platform and also installs the corresponding gateway software for the provider
of paging services, so the traditional paging network is reconstructed into the
unidirectional network to provide Internet information. In addition, the
information can be input into the PDA with an electronic pen, the input of
Chinese is very convenient and its LCD is more comfortable than that of the hand
phone. The total price is anticipated to be less than RMB1000 (US$120). It is
believed that this price is less than a competitors system.

---

With this new terminal,
suppliers of e-commerce services can provide users with commercial information
through unidirectional paging network with broadcasting method and carry out the
rush call of hand phone and paging at the same time. Users can upload commands
through Chinese Short Information and freely access the network and browse
relevant content as necessary. For example, during the period when a stock
transaction is carried out, the users cannot only receive the information on a
stock quote via PDA and view the market prices, but also input the command and
send it out via the transaction menu of the PDA. Though the WAP hand phone and
the PDA are supported by same communication protocol, the PDA provides benefits
in service fees and convenience. As a communication terminal for data conversion
and storage, the PDA can be used by users to rapidly and conveniently receive
and send files with complex formats. Conversely, the common pager and hand phone
can only transfer simple text files, but cannot transfer the complex formats
required for the common orders for goods, quotations and contracts.

The Market

The two technologies
described above aim at the wireless paging station and paging users in China.
According to the study of www.ccidnet.com, the total number of wireless paging
companies was 1479 and the total number of users was 80 million in China as of
September 2000. Since traditional paging is limited by technical conditions, the
providers of this service have not been able to provide service to the great
number of customers requesting such service. The traditional paging services
must look for new ways to accelerate development processes that will allow them
to handle more customers. The market demands for these two products is large.
According to our estimation, 50% of the existing paging stations will be willing
to carry out the reconstruction of bi-directional paging. So the total sales of
our first technical product is estimated to be as high as RMB 1.5 billion (
US$181 million). It is estimated that 20% of the paging users (80 million) have
sufficient incomes to afford the PDA, making the total market for our second
technical product estimated as high as RMB16 billion (US$19.3 billion).

Competition

The Companys main
competition is Shenzhen BlueFlame Information Technology Limited and Shanghai
Gwcom Information Technology Limited. BlueFlame released the similar PDA product
and has cooperated with Zhongbei Paging Company to carry out services in
Beijing, Shenzhen, Guangzhou. Shanghai Gwcom has possessed the technology to
change the unidirectional paging network into a bi-directional one, and its
relevant services have been carried out in Shanghai City and Shenzhen City.

Product manufacturing and
producing method

The electronic components
needed by upstream base station and MCC are readily available in the electronic
market.

Research and Development

During the fiscal year
ended December 31, 2000, the Company has spent $35,947 on research and
development.

Patents

At present, Beijing Star
has two design patents, one related to the technology of upstream base station
used in the wireless securities transaction system and the other is related to
the operation of bi-directional wireless application on a PDA. Beijing Star
plans to apply for other patents in other industries for our technologies. The
two patents were approved by the State Intellectual Assets Bureau of P.R.C. The
protection period of the patents is 10 years.

Employees

At December 31, 2000
Beijing Star had 22 employees, including 14 R&D persons, 6 persons for
market development and 2 executives. They all have more than 3 years
experience in relevant professional fields.

Item 2.    DESCRIPTION
OF PROPERTIES

The Company has no
ownership or leases of property at December 31, 2000. Office space is leased on
a month to month basis.

---

Item 3.    LEGAL
PROCEEDINGS

The Company is not a party
to any material pending or ongoing litigation.

Item 4.    SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted
to a vote of the Companys stockholders through the solicitation of
proxies, or otherwise, during the fourth quarter of the Companys fiscal
year ended December 31, 2000.

PART II

Item 5.    MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Asia Supernet
Corporations common stock was quoted under the symbol ASUP on
the NASD Over-The-Counter Bulletin Board (OTCBB). It is currently
not traded on any market or exchange and has not been for over a year. There
were 1,429 shareholders of record as of December 31, 2000.

There has been virtually no
trading in the Companys stock during the past year. The Companys bid
closed at $0.10 per share at the end of 1999, stayed the same and closed at
$0.10 per share on December 31, 2000.

As a result of our common
stock not being quoted on Nasdaq or listed as a major exchange, an investor will
likely find it more difficult to dispose of our common stock and to obtain
accurate quotations as to the market value of our common stock. In addition, we
are subject to a rule promulgated by the Securities and Exchange Commission that
provides that various sales practice requirements are imposed on broker/dealers
who sell our common stock to persons other than established customers and
accredited investors. For these types of transactions, the broker/dealer has to
make a special suitability determination for the purchaser and have received the
purchasers written consent to the transaction prior to sale. Consequently,
the rule may have an adverse effect on the ability of broker/dealers to sell our
common stock, which will likely affect the ability of purchasers to sell our
common stock on the open market.

The Company has not paid
any cash dividends since its inception and does not contemplate paying any in
the foreseeable future. It is anticipated that earnings, if any, will be
retained for the operation of the Companys business.

Item 6.    MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS OF OPERATION OR PLAN
OF OPERATION

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

The Company acquired
Chinanet BVI in a reverse acquisition that included the operating company
Beijing Star. Beijing Star successfully researched and developed two technical
products (see The Products Item 1. page 5) that it intends to market in 2001.

The marketing of the
products will require additional investment. The Company is seeking additional
investors. During the interim the Company is being financed by loans from a
major stockholder.

---

Item 7.    FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA

The  consolidated financial
statements  of the Company  required to be included in Item 7 are listed in this
index, and follow this page:

Report of Independent
Certified Public Accountant

Financial Statements
             Balance
Sheets as of December 31, 2000 and 1999

| | Statement of Operations  for the year ended December 31, 2000 and from inception
May 12, 1999 to December 31, 1999 and December 31, 2000
| | ----------------------------------------------------------------------------------------------------------------------------------------

| | Statement of Cash Flows for the year ended  December 31, 2000 and from inception
May 12, 1999 to December 31, 1999 and December 31, 2000
| | ----------------------------------------------------------------------------------------------------------------------------------------

| | Statement of  Shareholders'  Equity from  inception May 12, 1999 to December 31,
2000
| | -------------------------------------------------------------------------------------

| | Notes to Financial Statements
| | -----------------------------

---

WILLIAM D. LINDBERG
CERTIFIED PUBLIC ACCOUNTANT
1064 CLIPPER COURT
COSTA MESA, CA. 92627

To the Board of
Directors and Stockholders
of Asia Supernet Corporation

I have audited the
accompanying consolidated balances sheets of Asia Supernet Corporation (a
Colorado corporation), as of December 31, 2000 and 1999, and the related
consolidated statements of operations, cash flows and shareholders equity,
for the year ended December 31, 2000 and the period from inception May 12, 1999
to December 31, 1999. These financial statements are the responsibility of the
Companys management. My responsibility is to express an opinion on these
financial statements based on my audits.

I conducted the audits in
accordance with generally accepted auditing standards. Those standards require
that I plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. I believe that my audit
provides a reasonable basis for my opinion.

In my opinion, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of as of December 31, 2000 and 1999,
and the results of its operations and its cash flows for the year ended December
31, 2000 and the period from inception May 12, 1999 to December 31, 1999 in
conformity with generally accepted accounting principles accepted in the United
States

The accompanying financial
statements have been prepared assuming that the Company will continue as a going
concern. As discussed in notes to financial statements, the Companys
recurring losses, negative working capital and shareholders capital
deficiency raise substantial doubt as to its ability to continue as a going
concern. Management plans concerning these matters are also described in the
notes to financial statements. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ William D. Lindberg
September 14, 2001
Costa Mesa, Ca.

---

# ASIA
SUPERNET CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2000 AND 1999

`December 31,   December 31,
                                                                    2000          1999
                                                                -----------    -----------

ASSETS
     Current assets
Cash ..........................................................   $  31,948    $ 267,702
Prepayments and deposits ......................................      21,392         --
                                                                  ---------    ---------
      Total current assets
                                                                     53,340      267,702

Property and equipment
      Office furniture and equipment ..........................      92,413         --
      Less-Reserve for depreciation ...........................     (23,200)        --
                                                                  ---------    ---------
      Net office furniture and equipment ......................      69,213         --

Intangible assets
      Research and development ................................     126,996         --
                                                                  ---------    ---------

      Total  assets ...........................................   $ 249,549    $ 267,702
                                                                  =========    =========


LIABILITIES AND SHAREHOLDERS' EQUITY
     Current liabilities
Accounts payable ..............................................   $ 102,107         --
Accrued expenses ..............................................     103,525         --
Deferred income ...............................................      42,332         --
Loans from director, shareholders and related parties .........     557,195      256,400
                                                                  ---------    ---------
      Total current liabilities
                                                                    805,159      256,400

     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; 109,494,293 at December 31, 2000 and
   106,683,429 at December 31, 1999 issued and outstanding ....     109,494      106,683
Discount from par value .......................................     (42,530)    (106,666)
Cummulative comprehensive income ..............................      16,652       11,164
Deficit accumulated during development stage ..................    (639,226)      (1,879)
                                                                  ---------    ---------

     Total shareholders' equity (deficit) .....................    (555,610)       9,302
                                                                  ---------    ---------

     Total liabilities and shareholders' equity (deficit) .....   $ 249,549    $ 267,702
                                                                  =========    =========`

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 YEAR ENDED DECEMBER 31, 2000 AND
FROM INCEPTION MAY 12, 1999 TO DECEMBER 31, 1999

`For the year     From inception     From inception
                                                          ended December    May 12, 1999 to    May 12, 1999 to
                                                             31, 2000     December 31, 1999  December 31, 2000
                                                          --------------  -----------------  -----------------

INCOME ..............................................   $        --      $        --      $        --

EXPENSES
  Salaries and related costs ........................         158,863             --            158,863
  Rent ..............................................          24,974             --             24,974
  Research and development ..........................          35,947             --             35,947
  Office ............................................          23,880             --             23,880
  Travel and entertainment ..........................          42,235             --             42,235
  Audit .............................................          17,024             --             17,024
  Depreciation ......................................          17,213             --             17,213
  Legal and professional fees .......................          24,545            1,879           26,424
  Telephone .........................................          11,980             --             11,980
                                                        -------------    -------------    -------------
Total expenses ......................................         356,661            1,879          358,540
                                                        -------------    -------------    -------------

Loss from operations ................................        (356,661)          (1,879)        (358,540)

Income taxes ........................................            --               --               --
                                                        -------------    -------------    -------------
Loss before acquisition .............................        (356,661)          (1,879)        (358,540)

Loss on acquisition October 13, 2000, net of
liabilities acquired ................................        (280,686)            --           (280,686)
                                                        -------------    -------------    -------------

Net loss ............................................        (637,347)          (1,879)        (639,226)

Comprehensive income-foreign currency translation
adjustment ..........................................           5,488           11,164           16,652
                                                        -------------    -------------    -------------

Comprehensive income (loss) .........................   $    (631,859)   $       9,285    $    (622,574)
                                                        =============    =============    =============

Net earnings (loss) per share-basic and diluted .....   $      (0.006)   $       0.000    $      (0.006)
                                                        =============    =============    =============
Weighted average number of common shares
outstanding .........................................     109,372,000      106,683,429      109,372,000
                                                        =============    =============    =============`

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 YEAR ENDED DECEMBER 31, 2000 ANDFOR THE PERIOD FROM INCEPTION MAY 12 TO DECEMBER 31, 1999

`For the year From inception  From inception
                                                         ended         May 12 to     May 12 to
                                                      December 31,   December 31,   December 31,
                                                          2000           1999           2000
                                                      ------------   ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss .......................................   $(637,347)   $  (1,879)   $(639,226)
     Adjustment to reconcile net (loss) to net cash
        Loss on acquisition October 13, 2000
         net-liabilities acquired ...................     280,686         --        280,686
        Depreciation ................................      17,213         --         17,213
        Shares issued for services ..................       2,095         --          2,095
(Increase) decrease in operating assets
       Prepaid and deposits .........................     (21,392)        --        (21,392)
Increase (decrease) in operating liabilities
       Accounts payable .............................      15,248         --         15,248
       Accrued expenses .............................      30,156         --         30,156
       Deferred income ..............................      42,332         --        42,332
                                                        ---------    ---------    ---------
Cash flows used in operating activities .............    (271,009)      (1,879)    (272,888)

CASH FLOWS USED IN INVESTING ACTIVITIES
      Purchase of furniture and equipment ...........     (84,429)        --        (84,429)
      Purchase of research and development ..........    (126,996)        --       (126,996)
                                                        ---------    ---------    ---------
Cash flow used in investing activities ..............    (211,425)        --       (211,425)

CASH FLOWS FROM FINANCING ACTIVITIES
     Increase in loan from director .................     216,130      258,400      474,530
     Cash acquired in acquisition October 13, 2000 ..      25,062         --         25,062
     Shares issued for cash .........................           0           17           17
                                                        ---------    ---------    ---------
Cash flows from financing activities ................     241,192      258,417      499,609

Effect of cumulative translation adjustment .........       5,488       11,164       16,652
                                                        ---------    ---------    ---------

Cash flows (used for) from all activities ...........    (235,754)     267,702       31,948

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

Cash paid for:
   Interest expense .................................   $    --      $    --      $    --
   Taxes ............................................        --           --           --`

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

---

# ASIA
SUPERNET CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2000 ANDFOR THE PERIOD FROM INCEPTION MAY 12 TO DECEMBER 31, 1999

`Deficit
                                                 Common stock                       accumulated
                                       --------------------------------  Compre-       during        Total
                                       Number of  Par value    Discount  hensive    development   Shareholders'
                                         shares    $(0.001)    from par   income       stage        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)
                                      ===========  =========  ==========  ==========  =========    ==========`

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 YEAR ENDED DECEMBER 31, 2000 AND
FOR THE PERIOD FROM INCEPTION MAY 12 TO DECEMBER 31, 1999

ORGANIZATION AND
PRINCIPLE ACTIVITY

Asia SuperNet Corporation
(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 respective 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 Re-incorporation meager 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, Limited., a British Virgin Island corporation (Chinanet
BVI), 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 detail of the
Companys holdings and their principle activities are summarized below.

`Name                             Date of           Place of           Equity   interest     Activity
                                 acquisition       incorporation      Direct   Indirect
                                 or formation
-----------------------------------------------------------------------------------------------------

Chinanet Communication           May 18, 2000      British Virgin     100%     --            Inactive
Limited ("Chinanet BVI")                           Islands

Chinanet Communication           May 12, 1999      Hong Kong          26%      74%           Inactive
Limited ("Chinanet HK")

Mobilnet Communication           June 7, 2000      Hong Kong          xxx      100%          Inactive
Limited ("Mobil")

China Communication              October           Western            100%     --            Inactive
Limited ("Chinanet Samoa")       12, 2000          Samoa

Beijing Star Gain Date           December          Peoples                                   Communications
Communication System             7, 1999           Republic of                               equipment
Co. Limited ("Beijing Star")                       China (Beijing)     --      100%`

Beijing Star 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 BVI,
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. Prior to the issuance of the shares, the
Company had 2,660,864 shares of common stock outstanding. As a result, the
shareholders of Chinanet BVI own 97.6% of the common stock outstanding of the
Company after the issuance of the 106,683,429 shares

The acquisition of Chinanet
BVI 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 BVI
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 BVI. 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. 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 BVI 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.

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 had negative working capital at December 31, 1999 and December 31,
2000. 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, and 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 lessors. 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 years
presented because no dilutive securities were outstanding or exercisable as of
December 31, 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 cost 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
December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) 101, Revenue recognition in financial
statements, which provides guidance on applying generally accepted
accounting principles for recognizing revenue. SAB 101 is effective for fiscal
years beginning after December 15, 1999. The adoption of SAB 101 has no material
impact on the Groups consolidated financial position, results of
operations and cash flows.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
June 1999, the Financial Accounting Standards Board issued SFAS No. 137,
Accounting for derivation instruments and hedging activities which
delayed the effective date of SFAS No. 133 Accounting for derivative
instruments and hedging activities for one year. SFAS No. 133 provides
guidance for the recognition and measurement of derivatives and hedging
activities. It requires an entity to record, at fair value, all derivatives as
either assets or liabilities in the balance sheet, and it establishes specific
accounting rules for certain types of hedges. SFAS No. 133 is now effective for
fiscal years beginning after June 15, 2000 and will be adopted by the Group when
required, if not earlier. The impact, if any, of adopting SFAS No. 133 on the
Groups consolidated financial position, results of operations and cash
flows, has not been finalized.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
March  2000,  the  Financial  Accounting  Standards  Board  issued  FIN No.  44,
Accounting  for certain transactions  involving stock  compensation.
FIN No. 44 provides  guidance for applying APB Opinion No. 25,  Accounting
for stock issued to employees. With certain exceptions, FIN No. 44 applies
prospectively to new awards, exchange of awards in a business combination, after
July 1, 2000. The implementation of FIN No. 44 did not have a material effect on
the Companys results of operations.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

RELATED PARTY TRANSACTIONS

Loans from directors,
shareholders and other related parties $557,195 and $256,400 at December 31,
2000 and 1999, respectively, are non-interest bearing, currently payable and not
evidenced by any notes.

COMMON STOCK

The stated par value of
common stock is $0.001 per share. Since the shares have been issued for less
than par the Company has recorded a discount from par value.
Proceeds from stock sales and stocks issued for services will be credited to the
discount from par value account until the total par value is
equivalent to $0.001.

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

| | The
components of the deferred tax asset is as follows:
| | -------------------------------------------------------

`December 31,  December 31,
                                                             2000          1999
                                                          -----------   -----------
    Deferred tax asset net operating loss carry-forward   $   26,750    $      141

    Valuation allowance                                       26,750           141
                                                          ----------    ----------

    Net deferred tax assets                               $        0    $        0
                                                          ==========    ==========`

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:

`December 31,  December 31,
                                                             2000          1999
                                                          -----------   -----------

    Effective statutory federal tax (benefit) rate           (7.5)%        (7.5)%

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

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

Other companies 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 8.    
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

The Board of Directors of
the Company approved the engagement of William D. Lindberg, Certified Public
Accountant on June 21, 2001 to serve as the Companys independent public
auditor and to conduct the audit of the Companys financial statements for
the fiscal year ended December 31, 2000.

During the Companys
two most recent fiscal years and subsequent interim period up to the date of the
engagement of William D. Lindberg, the Company did not consult with William D
Lindberg with regard to any matter concerning the application of accounting
principles to any specific transactions, either completed or proposed, or the
type of audit opinion that might be rendered with respect to the Companys
financial statements.

The audit reports provided
by Deloitte Touche Tohmatsu for the fiscal years ended December 31, 1998 and
1999 did not contain any adverse opinion or disclaimer of opinion. There was no
modification as to audit scope or accounting principles. However, the audit
reports provided by Deloitte Touche Tohmatsu for those years did include a
paragraph which stated that there was substantial doubt as to the Companys
ability to continue as a going concern.

Upon appointment of William
D. Lindberg,  the Company  authorized the former accountants to respond fully to
any inquiries of the successor accountant.

There have not been
disagreements between the registrant and Deloitte Touche Tohmatsu on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure for the fiscal years ended December 31, 1998 and
1999 or for any subsequent interim period up to the date of the change of the
independent public auditor. Deloitte Touche Tohmatsu was not engaged to perform
an audit of the Companys financial statements for the year ended December
31, 2000 nor did they complete a review with respect to the Companys
financial statements for any interim period subsequent to December 31, 1999.

---

PART III

Item 9.    
DIRECTORS,  EXECUTIVE  OFFICERS  PROMOTERS AND CONTROL PERSONS;  COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT.

## Directors and
Executive Officers

The name, position with,
age of each of our directors and executive officers and the period during which
each of our directors has served as one of our directors follows:

`Name and Position                                    Age        Director Since
-----------------                                    ---        --------------
Lui Ming Hui                                         37         June 2000
Chief Executive Officer since January 2001
and Director
Robert H. Trapp                                      45         June 1994
Chief Financial Officer and Director
Zhao Jian Ye                                         28         June 2000
Director
Fai H. Chan                                          56         June 1994
President, Chief Executive Officer and Director
to January 2001`

Lui Ming Hui has been a
director of the Company since June 2000 and the Chief Executive Officer since
January 2001. Mr. Hui received a B.A. in mathematics from Normal University of
Hebei in 1984. Mr. Hui has been the Chief Executive Officer of Chinanet
Communications Ltd. since April of 2000. Mr. Hui was the Chief Executive Officer
of Asia Data Communications Ltd. from September 1999 to April 2000. Mr. Hui has
been and is an investment consultant to Heng Fung Holdings, Co. Ltd., a public
company in Hong Kong, which is listed on the Hong Kong stock exchange, the Vice
President of Asia Environment Development Ltd. and a Director of Pam & Frank
International Holdings Ltd., a public Hong Kong company, from 1998. Mr. Hui was
General Manager of China Department of Heng Fung Holdings Ltd. from 1994 to
1998. Mr. Hui was General Manager of Cangshou Industry Investment Holdings Ltd.
from 1990 to 1993 and served as a Director of Merchant Services Bureau and
Economic Development Bureau in the Hebei Province during that same period.

Zhao Jian Ye has been a
director of the Company since June 2000. Mr. Ye received a Ph.D in signal
processing from Peking University in 1999. Mr. Ye has been active in the
research and development of Viterbi coding/decoding and VSB modulation, design
of digital filters, mobile system for rainstorm inspection and two-way paging
systems since 1993. Mr. Ye has been a senior engineer with Beijing Star Gain
digital communication System Co. Ltd. since September 1999, a Director of Asia
Data communication Ltd since 1999 and a director of Chinanet communication Ltd
since April 2000.

---

Robert Trapp has been
secretary, treasurer and a director of the Company since June 1994. In May 1998,
Mr. Trapp was appointed as a director of Global Med Technologies, Inc. In 1997
and 1998, he was appointed managing director and director, respectively, of
eVision USA.Com, Inc., formerly known as Fronteer Financial Holdings, Ltd.
Between 1995 to 1999. Mr. Trapp was a director of Heng Fung Holdings, Co., Ltd.,
a public company in Hong Kong, which is listed on the Hong Kong stock exchange.
Since February 1995, Mr. Trapp has been a director of Inter-Asia Equities, Inc.
a Canadian company. Since July 1991, Mr. Trapp has been the Canadian operational
manager of Pacific Concord Holding (Canada) Ltd., responsible for management,
marketing and financial reporting operations of such company to Pacific Concord
Holding Ltd. of Hong Kong. Between March and June 1991, Mr. Trapp was a
securities trainee at Pacific International Securities in Vancouver, B.C,
Canada. Between September 1985 and June 1989, Mr. Trapp served as an executive
officer and director of Inter-Asia Equities, Inc.

Fai H. Chan was the
president and director of the Company from June 1994 to January 2001. Mr. Chan
served as the Chief Executive Officer of the Company from June 1995 to January
2001.

All officers of the Company
are elected to serve in such capacities until the next annual meeting of the
Board of Directors of the Company and until there successors are duly elected
and qualified.

There are no material
proceedings to which any director, officer of affiliate of the Company, any
owner of record or beneficially of more than 5% of any class of voting
securities of the company, or any associate of any such director, officer,
affiliate of the company or security holder is a party adverse to the Company or
any of its subsidiaries.

## The Board of
Directors has not established any committees.

## Section 16(a)
Beneficial Ownership Reporting Compliance

Section 16(a) of the
Securities Exchange Act of 1934 requires the Companys officers, directors
and persons who own more than 10% of our outstanding common stock to file
reports of ownership with the Securities and Exchange Commission. Directors,
officers and greater than 10% shareholders are required by Securities and
Exchange Commission regulations to furnish the Company with copies of all
Section 16(a) forms they file.

Based solely on a review of
Forms 3, 4 and 5 furnished to the Company during and for the fiscal year ended
December 31, 2000, there were no directors, officers or more than 10%
shareholders of the Company who failed to timely file a Form 3, 4 or 5.

Item 10.    
EXECUTIVE COMPENSATION

The following table
provides certain information pertaining to the compensation paid by the Company
to its Chief Executive Officer during the fiscal year ended December 31, 2000
and from May 12 to December 31, 1999:

## Summary
Compensation Table

`Other
Name and Position                    Year   Annual salary  Bonus    compensation
-----------------                    -----  -------------  -----    ------------
Lui Ming Hui                          2000        $     0  $   0       $       0
President, CEO and Director           1999              0      0               0
beginning on January 12, 2001

Fai H. Chan                           2000              0      0               0
Was President, CEO and Director to    1999              0      0               0
January 2001`

There were no grants of
options or SAR grants given to any executive officers during the last fiscal
year.

---

Item 11.    
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets
forth certain information regarding the beneficial ownership of the shares of
common stock of the Company as of the end of the fiscal year 2000 by (i) each
person who is known by the Company to be the beneficial owner of more than five
percent of the issued and outstanding shares of common stock, (ii) each of the
Companys directors and executive officers, and (iii) all directors and
executive officers as a group:

`Name and address                                        Number of shares    Percentage
-------------------------------------------------       ----------------    ----------

Lui Ming Hui                                               57,688,076           53%
26 Harbor Road Rm 2109 Wanchai, Hong Kong

Zhao Jian Ye                                               13,434,210           12%
601, 6/F Kequn Bldg. 257 North Sihuan Ave. Haidian
District, Beijing 100063 P.R. China

Fai.H.Chan  (1)                                             2,414,410            2%
10th Floor, 231-235 Gloucester Rd. Wanchai, Hong
Kong 040

Robert H. Trapp                                                 3,334            0%
1888 Sherman St. Denver, Co 80203

Lui Ming Xing                                               7,902,476            7%
26 Harbor Road Rm 2108 Wanchai, Hong Kong

Web Express (Wong Lai Wan)                                 27,658,667           25%
26 Harbor road Rm 2108 Wanchai, Hong Kong

All officers and directors as a group (4 persons)          73,540,030           67%`

_________________________________

|(1) | Includes
shares held by Inter-Asia Equities, Inc. and Excess Pension Fund, Inc. companies
controlled by Fai H. Chan
|--- | -------------------------------------------------------------------------------------------------------------------

Item 12.    
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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 of the
subsidiaries 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 Reincorporation meager
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 Companys subsidiaries, 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, Limited., a British Virgin Islands corporation (Chinanet
BVI), 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.

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Item 13.    
EXHIBITS AND REPORTS ON FORM 8-K

|(a) | Financial Statements
|--- | --------------------

| | Balance
sheet of the Company of December 31, 2000 and 1999, and the related statements
of operations, stockholders equity (deficit), and cash flows for the
fiscal year ended December 31, 2000 and from inception May 12 to December 31,
1999.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Reports on Form 8-K
|--- | -------------------

| | None.
| | -----

|(c) | Other Exhibits
|--- | --------------

| | None.
| | -----

DOCUMENTS INCORPORATED BY
REFERENCE

The Company is currently
subject to the reporting requirements of the Securities Exchange Act of 1934, as
amended (the Exchange Act) and in accordance therewith files
reports, proxy statements and other information with the Commission. Such
reports, proxy statements and other information may be inspected and copied at
the public reference facilities of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington D.C. 20549; at its New York Regional Office, Suite
1300, 7 World Trade Center, New York, New York 10048; and its Chicago Regional
Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and copies
of such materials can be obtained from the Public Reference Section of the
Commission at its principal office in Washington, D.C., at prescribed rates. In
addition, such materials may be accessed electronically at the Commissions
site on the World Wide Web, located at http://www.sec.gov. The Company
intends to furnish its stockholders with annual reports containing audited
financial statements and such other periodic reports as the Company may
determine to be appropriate or as may be required by law.

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# SIGNATURES

Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.

Dated: February  8, 2002 
     
            
        
            
            
           
         
ASIA SUPERNET CORPORATION
            
            
            
                
            
            
            
                  
      By: /s/ Robert H. Trapp
             
            
            
            
            
            
            
            
            
            Robert
H. Trapp
             
            
                  
            
     
            
            
            
            
            
Director, Chief Financial Officer

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