U.S. 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 April 30, 2000.

                                                Commission file number 0-26955

                          ARCHER SYSTEMS LIMITED, INC.
                          ----------------------------
                 (Name of Small Business Issuer in its charter)

     Delaware                                     22-3652650
     --------                                     ----------
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
Incorporation or organization)

75 Lincoln Highway, Iselin, NJ                                  08830
------------------------------                                ----------
(Address of principal executive offices)                      (Zip Code)

                                 (732) 603-9456
                                 --------------
                         (Registrants telephone number)

           Securities registered pursuant to Section 12(b) of the Act:

                                      NONE

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock $.0001 par value
                          -----------------------------
                                 Title of Class


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                           Yes _X__ No _____

     The registrant's revenues for its most recent fiscal year were:  $0

     The number of shares  outstanding of the registrant's class of common stock
on July 28, 2000 was 524,721,759 shares.

     The aggregate  market value of voting stock held by  non-affiliates  of the
registrant was approximately $ 23,634,872 as of April 30, 2000.


                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      NONE
<PAGE>

                          ARCHER SYSTEMS LIMITED, INC.
                                   FORM 10-KSB
                    For the fiscal year ended April 30, 2000

                                TABLE OF CONTENTS

                                                                            Page
                                     PART I

Item 1.       Description of Business                                         1

Item 2.       Description of Properties                                       5

Item 3.       Legal Proceeding                                                5

Item 4.       Submission of Matters to a Vote of Security Holders             5

                                     PART II

Item 5.       Market for Common Equity and Related Stockholder
              Matters                                                         5

Item 6.       Management's Discussion and Analysis or Plan of
              Operations                                                      6

Item 7.       Financial Statements                                            8

Item 8.       Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure                             8

                                    PART III

Item 9.       Directors, Executive Officers, Promoters,
              and Control Persons                                             9

Item 10       Compliance with Section 16(a) of the Exchange Act              10

Item 11.      Executive Compensation                                         10

Item 12.      Security Ownership of Certain Beneficial Owners
              and Management                                                 11

Item 13.      Exhibits and Reports on Form 8-K                               13

Signatures                                                                   16

Index to Financial Statements                                               F-1


                                       1
<PAGE>



                                     Part I.


Item 1.  Description of Business

General

     Archer Systems  Limited,  Inc.,  (the  "Company") was established by Archer
Limited, a foreign corporation based in London, England. Archer Systems Limited,
Inc. was incorporated under the laws of the State of Delaware on March 19, 1986.

     The Company was organized in June of 1986, for the purpose of acquiring the
name and all the outstanding common stock of Computer Technology  International,
Inc.,  ("CTI") a publicly traded computer related technology company through the
exchange of stock. One share of the Company was exchanged for each share of CTI.
CTI was not merged into the Company and remained a wholly owned subsidiary.  The
intended  business  purpose of the  transaction,  the  entering  into the retail
computer sales market with a publicly  recognized name was never  realized.  The
Company,  shortly after its  acquisition  of CTI abandoned all plans to actively
engage in business and remained  dormant until December of 1998 when a new Board
of Directors was elected and new officers were appointed.

     CTI in 1985,  prior to its acquisition by the Company,  had only one asset.
That asset was its wholly owned  subsidiary Micro Merchants Inc. ("MM") that CTI
acquired on November 15, 1982.  CTI had been formed for the purpose of acquiring
MM. MM originally consisted of one retail computer store and later expanded into
a chain of such stores.  In 1985 due to a series of business  reversals  and the
intense  competition in the personal  computer retail  business,  CTI decided to
liquidate MM in a state  insolvency  proceeding,  i.e. via an assignment for the
benefit of creditors  filed in Bergen County,  New Jersey on September 25, 1985.
The  liquidation  of MM was  completed  in November of 1985.  As a result of the
liquidation,  CTI's sole assets in 1985 consisted of MM, an inactive corporation
whose assets were liquidated, CTI's name and a large shareholder base consisting
of approximately 3,000 shareholders.

     There was no  activity  in the Company  subsequent  to the  purchase of CTI
until  all  the  common  shares  of CTI  owned  by the  Company  was  sold to an
individual on December 14, 1998.

     The Company  intends to develop  and/or  operate  Internet  and  technology
related  companies  through  majority  owned  subsidiaries  and expansion of its
investment in other Internet companies through venture capital arrangements.  If
successful  in such an  acquisition  program,  the  number  of  employees  would
increase in proportion to the companies  acquired.  The Company,  which on April
17, 2000 acquired NextNet.Com,  Inc, whose name has been changed to ArcusNet, is
presently   considering  a  number  of  proposals  for  potential   acquisition,
investment and/or strategic alliance.


                                       2
<PAGE>

     The Company is considered to be in the development  stage as defined in the
Statement of Financial Accounting Standards ("FASB") No. 7.

Investment and Development

     On April 17,  2000,  the Company  acquired  all the  outstanding  shares of
common  stock of  NextNet.Com,  Inc.  ("NextNet"),  a Delaware  Corporation,  in
exchange  for  shares of  Common  Stock of the  Company  (the  "Exchange").  The
Exchange  was  accomplished  pursuant to the terms of an  Agreement  and Plan of
Reorganization   (incorporated   by   reference)   dated  April  17,  2000  (the
"Agreement"),  by and between the Company and Larry Weinstein.  The terms of the
Purchase Agreement reflected arm's-length negotiations among the parties.

     Pursuant to the terms of the agreement,  all of the shares of NextNet owned
by Larry  Weinstein,  i.e.  2,000,000  common  shares,  the sole  shareholder of
NextNet,  were  exchanged for  2,000,000  shares of common stock of the company.
Larry  Weinstein is NextNet's  founder,  President and CEO. Most  recently,  Mr.
Weinstein  served as Vice President of Strategic  Projects for  Cybergold,  Inc.
(NASDAQ:  CGLD). In his position with Cybergold,  Mr. Weinstein  developed large
scale cross media  promotions with Cybergold  clients.  Cybergold is an Internet
incentives and payment  technology  company.  As part of the acquisition,  Larry
Weinstein  entered into a five- (5) year  Employment  Agreement,  with  NextNet,
pursuant to which Larry Weinstein continued as the President and Chief Executive
Officer and was elected, to the Board of Directors of NextNet along with Richard
Margulies  and  Walter  Krzanowski.  Larry  Weinstein  is  to  receive  annually
twenty-percent  (20%) of any  increase in equity in NextNet  which arises due to
operations in addition to receiving a cashless option to purchase 250,000 shares
of  NextNet.  On June 7, 2000,  with the  consent of the Board of  Directors  of
NextNet,  the Articles of  Incorporation  were amended which changed the name of
the corporation to ArcusNet Corporation.

     On May 18, 2000,  INFe.com,  a Florida Corporation  ("INFE"),  whose common
shares are  traded on the OTC  Bulletin  Board and the  Company  entered  into a
Strategic  Alliance  Agreement (the  "Strategic  Alliance") to acquire an equity
interest in each other's  corporation,  that they then might pursue common goals
for their joint benefit. In accordance with the Strategic Alliance,  INFe agreed
to grant the Company  $336,000  worth of INFE common stock,  par value $.001 per
share ("INFe Shares"). The share price for the purpose of determining the number
of shares to be granted to the Company was measured at the average trading price
of the INFe Shares over the thirty trading days prior to May 18, 2000,  which is
300,000 shares at $1.12 per share.  Such INFe Shares were granted to the Company
subject  to Rule 144 of the  Securities  and  Exchange  Commission  ("SEC").  In
exchange for the INFe Shares, the Company agreed to grant INFe $336,000 worth of
the Company's common stock, par value $.001 per share ("Archer Shares").



                                       3
<PAGE>


     The share price for the purpose of determining  the number of Archer shares
to be granted to INFe was  measured at the average  trading  price of the Archer
Shares  over the thirty  trading  days prior to the date of the  signing of this
Agreement, or 4,307,692 shares at $.078 per share. Such shares were also granted
subject to Rule 144 of the SEC.

     INFe agreed to include the INFe Shares  granted to the Company in the first
Form SB-2  Public  Offering  Registration  Statement  that it files with the SEC
after the date of the Strategic  Alliance,  subject to the parties entering into
mutually  agreeable lockup and leakout  agreements.  The Company agreed that the
Company  will  include  the Archer  Shares  granted to INFe in the first  Public
Offering  Registration  Statement  that the  Company  files with the SEC May 18,
2000, subject to the parties entering into mutually agreeable lockup and leakout
agreements.

     On June 8, 2000 the Company  entered  into a financial  advisory  agreement
with Superwire.com,  Inc., whose common shares are traded on the Pink Sheets, to
render  services to Superwire as a corporate  consultant to assist  Superwire in
developing  strategic  alliances.  The Company is,  initially to receive  25,000
shares of restricted  Superwire  common stock as compensation.  Thereafter,  the
Company will be compensated on a deal-by-deal  basis under mutually  agreed upon
terms.

     On July 21, 2000, the Company entered into a financial consulting agreement
with ComLinx,  Inc. The Company will assist ComLinx in securing equity financing
and will receive as  compensation,  equity  interests based on funds provided by
outside sources to ComLinx.

     On July 22, 2000,  ArcusNet  Corporation  entered into a market development
agreement with Cydoor  Technologies,  Inc. ArcusNet will be compensated based on
the increased revenues generated by Cydoor.

     In its efforts to raise capital to finance its business  plan,  the Company
recently  submitted  a  proposed  Term  Sheet to a New York  based  funding  and
investment organization.  The proposal contemplates initial funding of a minimum
of $250,000 to a maximun of $500,000. This transaction may not be consummated or
completed notwithstanding the Company's best efforts.

Employees

     As of April 30, 2000, the Company and subsidiaries  employed three persons,
two of whom are officers of the Company. If the Company's acquisition program is
successful,  the  number  of  employees  would  increase  in  proportion  to the
companies acquired.

Competetion

     There are many companies  engaged in similar  endeavors in the Internet and
Technology  industries,  a great  many,  if not  most of such  companies  having
greater  financial  resources  than the  Company.  The  Company  believes it can
compete by targeting selected opportunities in this vast marketplace.


                                       4
<PAGE>


Environmental Impact

     None of the Company's  activities utilize any hazardous materials or result
in any discharge of pollutants  into the  environment.  The Company  believes it
complies fully with all environmental laws and regulations.

Regulation

     There are no specific regulatory issues affecting the Company not common to
publicly held businesses in general.

Item 2.  Description of Properties

     The Company currently has no material assets,  and the Company does not own
or lease any real or personal  property.  The Company currently operates without
charge out of space donated by the Company's President, Richard Margulies, at 75
Lincoln Highway,  Iselin, New Jersey 08830. The Company believes that this space
is sufficient  for the Company at this time. The Company has indicated a capital
contribution of $600 per month of activity for the donation of such space in the
footnotes (Note 3A) to it's financial statements.

Item 3.  Legal Proceedings.

     There are no legal proceedings pending or threatened against the Company.

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

     No matters were  submitted to a vote of the security  holders during fiscal
year ending April 30, 2000.

                                    Part II.

Item 5.  Market Price for Common Equity and Related Shareholder Matters

Market Information.

     The Company's  common stock is traded on the OTC Bulletin Board  maintained
by the National  Association  of  Securities  Dealers  under the trading  symbol
"ARYN".  There is no assurance  that the common stock will continue to be quoted
or that any liquidity exists for the Company's shareholders.

     The following  table shows the quarterly  quotes of high and low prices for
the Company's common stock of the OTC Bulletin Board during fiscal year 1998 and
1999.

                                       5
<PAGE>


Fiscal 1998
-----------

Quarter Ended:                       High                      Low

July 31, 1998                       $0.001                    $0.001
October 31, 1998                    $0.001                    $0.001
January 31, 1999                    $0.250                    $0.125
April 30, 1999                      $0.035                    $0.020

Fiscal 1999
-----------

Quarter Ended:                       High                      Low

July 31, 1999                       $0.050                    $0.010
October 31, 1999                    $0.020                    $0.010
January 31, 2000                    $0.063                    $0.010
April 30, 2000                      $0.300                    $0.010

     The  source  of  this  information  is  Bloomberg  Quotation  Services  and
broker-dealers  making a market in the  Company's  common  stock.  These  prices
reflect inter-dealer prices,  without retail markup,  markdown or commission and
may not represent actual transactions.

     The closing sales price of the Common Stock as reported on the OTC Bulletin
Board on July 28, 2000 was $0.032.

Holders.

     As of July 1, 2000, there were approximately 2,906 holders of record of the
Company's common stock (this number does not include  beneficial owners who hold
shares at broker/dealers in "street-name").

Dividends.

     The Company has never paid or declared  any  dividends  on its common stock
and does not anticipate cash dividends in the foreseeable future.

Item 6.  Management's Discussion and Analysis or Plan of Operation.

Plan of Operations

     From 1986 until May 18, 2000, the Company conducted no business  operations
except for organizational activities and looking for technologies and businesses
to acquire.
                                       6
<PAGE>


     During the period  from May 1, 1999  through  April 30,  2000,  the Company
acquired NextNet.Com,  Inc., whose name has been changed to ArcusNet Corporation
and developed a strategic  alliance with INFe.com.  To date, the Company has had
no income from  operations  and operating  expenses  aggregating  $178,001.  The
Company is actively working to find additional  suitable business  opportunities
and/or  technologies.  The Company  continues to concentrate  its efforts in the
Internet and Technologies industries.

     The Company may have to raise  additional  funds from outside  investors to
fund the various business opportunities the Company wishes to pursue. Management
intends to explore all available  alternatives for debt and/or equity financing,
including  but not  limited to  private  and public  securities  offerings.  The
Company has determined  that the cash on hand will not be sufficient to meet its
operating needs for the next 12 months and anticipates  having to obtain further
loans  from an officer of the  Company.  Should the  Company be unable to secure
such  additional  funding,  its  operations  would have to be  curtailed or even
cease. Accordingly, management expects that it will be necessary for the Company
to raise  additional  funds when the Company is ready to make an  acquisition or
begin operations related to ArcusNet  Corporation or other acquisitions.  In its
efforts to raise  capital to finance its  business  plan,  the Company  recently
submitted  a  proposed  Term Sheet to a New York based  funding  and  investment
organization. The proposal contemplates initial funding of a minimum of $250,000
to a maximun of $500,000.  This  transaction may not be consummated or completed
notwithstanding the Company's best efforts.

     In addition, at least initially, the Company intends to continue to operate
out of an office provided by Richard Margulies. Thus, it is not anticipated that
the Company  will lease or purchase  office  space or computer  equipment in the
foreseeable  future.  The Company may in the future establish its own facilities
and/or acquire computer  equipment if the necessary  capital becomes  available;
however,  the  Company's  financial  condition  does not  permit  management  to
consider the acquisition of office space or equipment at this time.

Results of Operations

     The Company is considered to be in the development stage as defined by FASB
No. 7. There were no revenues  generated  for the fiscal  years ending April 30,
2000 and April 30, 1999.

     Net loss for the year ended  April 30,  2000 was  $158,201 as compared to a
net loss of $19,800 for the year ended April 30,  1999.  The net loss  increased
primarily due to financial public  relations  expense and fees related to common
stock registration and maintenance.



                                       7
<PAGE>


Liquidity

     As a development stage company, the Company has historically relied on cash
provided  through loans provided by a Company officer and other private sources.
Available  cash at April 30, 2000 was $726  compared to no cash reported for the
period  ended April 30, 1999.  Additionally,  during the fiscal year ended April
30, 2000, the Company issued 1,225,000 shares of common stock for services,  and
2,000,000 shares of common stock for the acquisition of NextNet.com, Inc.

Year 2000

     With the change to the year 2000,  the Company  experienced  no significant
interruptions in its normal business processes as a result of its own systems or
those of companies with which it does business.  During the year ended April 30,
2000,  the Company  did not incur any costs  related to the  remediation  of the
Company's systems for the year 2000.

Forward Looking Information

     This report  contains  certain  forward-looking  statements and information
relating to the company that are based on beliefs of the Company's management as
well as assumptions made by and information currently available to the Company's
management.  When used in this  report,  words such as  "anticipate",  believe",
"estimate",  "expect",  "intend",  "should",  and similar  expressions,  as they
relate to the Company or its management,  identify  forward-looking  statements.
Such statements  reflect the current views of the Company with respect to future
events and are subject to certain risks, uncertainties, and assumptions relating
to the operations, results of operations,  liquidity, and growth strategy of the
Company,   including  competitive  factors,  changes  in  legal  and  regulatory
requirements,  interest rate fluctuations,  and general economic conditions,  as
well as other factors described in this report.  Should one or more of the risks
materialize, or should underlying assumptions prove incorrect, actual results or
outcomes  may vary  materially  from  those  described  herein  as  anticipated,
believed, estimated, expected or intended.

Item 7.  Financial Statements

     The financial  statements  required by this Item are set forth beginning on
page F-1 hereof.

Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

     Not applicable

                                       8
<PAGE>


                                    Part III

Item 9.  Directors and Executive Officers, Promoters and Control Persons

                                 Position                    Year First Became
Name                    Age      With Company               Director or Officer
-------------------------------------------------------------------------------

Richard J. Margulies     50      President/Director                 1998

Walter J. Krzanowski     58      Secretary/Treasurer                1998
                                 Director

     Each director serves until the next annual meeting of  shareholders  and/or
until his respective successor is duly elected and qualifies. Executive officers
are appointed by the Board to serve at the discretion of the directors.

     Richard J. Margulies - President/Director- Has been an officer and director
of the Company since December 1998. Mr. Margulies has served as a management and
financial public  relations  consultant to a number of private and publicly held
companies  over the  past 20  years.  From  November  1988 to May of  1999,  Mr.
Margulies was an officer and director of Greenleaf Technologies  Corporation,  a
publicly  traded  company,  which  is in the  business  of  developing  software
technology and related  products.  From 1993 to December of 1997, Mr.  Margulies
was an officer  and  director  of Creative  Media  International,  Inc. a public
company that was in the financial public relations and printing business.  On or
about February 1998, Creative Media International, Inc. filed for reorganization
under section 11 of the U.S.  Bankruptcy Code. From 1987 through March 2000, Mr.
Margulies  was an officer and director of  Entertainment  Arts,  Inc.,  formerly
Nightwing  Entertainment  Group,  Inc., a publicly traded company that is in the
entertainment  business.  From  December  1998 through May 2000,  Mr.  Margulies
served as director  and  officer of Creative  Gaming,  Inc.,  a publicly  traded
company  offering ISP and high speed DSL  services  through its  E-Centre,  Inc.
subsidiary.  From 1982 to 1983, Mr. Margulies was with The Dratel Group, Inc., a
NYSE member firm which offers private money  management and brokerage  services.
From 1979 to 1981, he was a Vice  President with the firm of Bear Stearns & Co.,
Inc. and from 1974 to 1979, he was an account executive with Bache & Co.

     Walter J. Krzanowski -  Secretary/Treasurer-Director  - Has been an officer
and director of the Company  since  December  1998.  From March 1998 to November
1998,  Mr.  Krzanowski  was the interim  Controller of a privately  held laundry
service management company.  Mr. Krzanowski had been the Chief Financial Officer
and Treasurer of Creative Gaming, Inc., a publicly traded company from July 1995
to December 1997.


                                       9
<PAGE>


     From  January  to  June  1995,  Mr.  Krzanowski  served  as an  independent
consultant  providing financial services to Creative Gaming, Inc. From September
1993 to December 1994, Mr. Krzanowski was self-employed,  acting as a consultant
to a number of companies  providing  accounting,  financial  reporting  and data
processing  services.  From  April  1986 to August  1993,  Mr.  Krzanowski  held
financial   and   management   information   services   positions   with  Zenith
Laboratories,  Inc., a publicly traded, generic pharmaceutical company. Prior to
joining Zenith  Laboratories,  Mr. Krzanowski held various financial  management
positions with Hoffmann-LaRoche, Inc., a major pharmaceutical company, from 1966
to 1986.

     Richard Margulies and Walter Krzanowski will devote such time and effort to
the business  and affairs of the Company as may be  necessary  to perform  their
responsibilities as executive officers and/or directors of the Company.

     Aside from the above officers and directors, and Larry Weinstein, President
of ArcusNet Corporation,  the wholly owned subsidiary of the Company,  there are
no other  persons  whose  activities  will be material to the  operations of the
Company at this time.

Family Relationships

     There are no family  relationships  between or among the executive officers
and directors of the Company.

Item 10. Compliance with Section 16(a) of the Exchange Act

     Richard Margulies and Walter Krzanowski did file the appropriate Form 3 and
Form 4 during the fiscal period ending April 30, 2000.

Item 11.  Executive Compensation:

     It is  anticipated  that the Company's  president  and other  officers will
receive appropriate  salaries for services as executive officers at such time as
the Company generates a revenue stream.  These individuals will devote such time
and effort as may be necessary to participate  in the  day-to-day  management of
the Company.  (See Part III, Item 9. "Directors,  Executive Officers,  Promoters
and Control Persons).  The Company does not provide officers with pension, stock
appreciation rights, long-term incentive or other plans but has the intention of
implementing such plans in the future.

     The only  compensation paid to the  Secretary/Treasurer  of the Company was
the issuance of 1,000,000 shares of restricted common stock in July, 2000.



                                      10
<PAGE>


Compensation of Directors

     The Company has no standard  arrangements for compensating the directors of
the Company for their attendance at meetings of the Board of Directors.

     There were no stock appreciation rights granted, nor were any stock options
granted,  to any of the above named  officers in the fiscal year ended April 30,
2000.

Item 12. Security Ownership of Certain Beneficial Owners and Management

     The following  table sets forth,  as of the date of this report,  the stock
ownership of each person known by the Company to be the beneficial owner of five
(5) percent or more of the Company's  Common Stock,  each executive  officer and
director individually and all executive officers and directors of the Company as
a group.  No other class of voting  securities  is  outstanding.  Each person is
believed  to have sole  voting and  investment  power over the shares  except as
noted.

(a)      Security ownership of certain beneficial owners


                        Name and                      Amount and
                        Address of                    Nature of        Percent
                        Beneficial                    Beneficial           of
Title of Class            Owner                         Owner(1)       Class(2)
-------------------------------------------------------------------------------

Common                  Henry Guell                   90,000,000        17.2%
                        264 Skyline Lake Drive
                        Ringwood, NJ 07302


Common                  Peter J. Jegou (3)            42,063,800         8.0%
                        c/o Zamora Funding
                        75 Lincoln Hwy, 2nd Fl.
                        Iselin, NJ 08830


                                      11
<PAGE>



(b) Security ownership of management.

                        Name and                      Amount and
                        Address of                    Nature of        Percent
                        Beneficial                    Beneficial           of
Title of Class            Owner                         Owner(1)       Class(2)
-------------------------------------------------------------------------------

Common                  Richard J. Margulies(4)       13,000,000         2.5%
                        75 Lincoln Hwy, Rt.27
                        Iselin, NJ 08830

Common                  Walter J. Krzanowski(5)        1,500,000         0.3%
                        75 Lincoln Hwy, Rt. 27
                        Iselin, NJ 08830

Common                  Includes all officers and     14,500,000         2.8%
                        directors of the Company
                        as a group (2 persons)


(1)      Includes  the  amount of shares  each  person or group has the right to
         acquire  within  60  days  pursuant  to  options,   warrants,   rights,
         conversion privileges or similar obligations.

(2)      Based upon 524,721,759  shares  outstanding,  plus the amount of shares
         each person or group has the right to acquire  within 60 days  pursuant
         to  options,   warrants,   rights,  conversion  privileges  or  similar
         obligations.

(3)      Peter J. Jegou individually owns 19,019,000 shares.  Also, included are
         1,650,000  shares  owned  by the  Jegou  Family  Foundation,  which  is
         controlled  by Peter J.  Jegou  and his  wife,  Carol A.  Kulina-Jegou.
         Included in the table is  21,394,800  shares  owned by Zamora  Funding,
         Inc., a privately held company of which Peter J. Jegou is President and
         Director.

(4)      Richard Margulies is President and a Director of the Company.

(5)      Walter J.  Krzanowski  is  Secretary,  Treasurer  and a Director of the
         Company.  Walter J. Krzanowski  individually  owns 1,050,000 shares and
         Dolores A. Krzanowski, his wife, individually owns 450,000 shares.



                                      12
<PAGE>


Item 13. Exhibits and Reports on Form 8-K

(a)      Exhibits

The      following  exhibits marked with a footnote  reference were filed with a
         periodic  report  filed by the  Company  pursuant  to Section 14 of the
         Securities  Exchange Act of 1934, as amended,  (the "Securities  Act"),
         and are incorporated herein by this reference. If no footnote reference
         is made, the exhibit is filed with this report.

Number        Exhibit

2             Form of Agreement and Plan of  Reorganization  dated April 17,
              2000,  by  and  between  Archer  Systems  Limited,   Inc.  and
              NextNet.com (5)

3             Certificate  of   Incorporation  of  Company  filed  with  the
              Secretary of State of Delaware on March 19, 1986. (1)

3.1           Certificate  for renewal and revival of Charter of the Company
              filed with the Secretary of State Division of  Corporations on
              December 2, 1998.  (1)

3.2           Certificate of Amendment of the  Certificate of  Incorporation
              of Archer Systems  Limited,  Inc., filed with the Secretary of
              State Division of Corporations on February 12, 1999. (1)

3.3           Certificate  of Correction to  Certificate of Amendment of the
              Certificate of Incorporation of Archer Systems Limited,  Inc.,
              filed  February 12, 1999 with the Secretary of State  Division
              of Corporations. (1)

3.4           Copy of the by-laws of the Company. (1)

4             Specimen Stock Certificate. (1)

10.1          Copy of 6% Promissory Note Due June 30, 2001. (2)

10.2          Copy of 6% Promissory Note Due June 8, 2001. (2)

10.3          Copy of 6% Promissory Note Due August 1, 2001. (3)

                                      13
<PAGE>




10.4         Copy of 6% Promissory Note Due August 17, 2001. (2)

10.5         Copy of 6% Promissory Note Due November 18, 2001. (4)

10.6         Employment  Agreement dated April 25, 2000 between NextNet.com
                         and Larry Weinstein (5)

10.7         Copy of 6% Promissory Note Due February 15, 2002.

10.8         Copy of 6% Promissory Note Due March 9, 2002.

10.9         Copy of 6% Promissory Note Due March 20, 2002.

10.10        Copy of 6% Promissory Note Due April 9, 2002.

10.11        Form of Strategic Alliance Agreement dated May 18, 2000. (6)

10.12        Agreement   dated  June  8,  2000   between  the  Company  and
              Superwire.com, Inc.

10.13        Agreement   dated  July  21,  2000  between  the  Company  and
              ComLinx, Inc.

10.14        Agreement  dated July 22, 2000  between  ArcusNet  Corporation
              and Cydoor Technologies, Inc.

21           Subsidiaries of the Company

27           Financial Data Schedule




                                      14
<PAGE>





(1)     Filed as an exhibit to the Company's Form 10SB12G/A  filed September
        10, 1999 and incorporated herein by this reference

(2)     Filed as an exhibit to the Company's  Form 10QSB/A filed December 9,
        1999 and incorporated herein by this reference.

(3)     Filed as an exhibit to the Company's  Form 10SB/A filed December 14,
        1999 and incorporated herein by this reference.

(4)     Filed as an exhibit to the  Company's  Form  10QSB  filed  March 15,
        2000 and incorporated herein by this reference.

(5)     Filed as an exhibit to the  Company's  Form 8-K filed on May 8, 2000
        and incorporated herein by this reference.

(6)     Filed as an exhibit to the  Company's  Form 8K/A filed June 14, 2000
        and incorporated herein by this reference.

        (b) Reports on Form 8-K.

         A Form  8-K  was  filed  on May 8,  2000  disclosing  in  Item 2 the
         acquisition of Next Net, Inc.

         A Form 8 K was  filed  on  June  14,  2000  disclosing  in  Item 2 a
         Strategic Alliance Agreement with InFe.com



                                      15
<PAGE>




                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                         Archer Systems Limited, Inc.

                                         By:/s/ Richard J. Margulies
                                         ---------------------------
Dated:  July 28, 2000                           Richard J. Margulies
                                                President

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant on July 28, 2000 in the capacities indicated:

           Signatures                                     Title
           ----------                                     -----

       /s/ Richard J. Margulies                        Principal Executive
       ------------------------                        Officer and Director
       (Richard J. Margulies)

       /s/ Walter J. Krzanowski                        Secretary, Treasurer
       ------------------------                        and Director
       (Walter J. Krzanowski)







                                      16
<PAGE>





                          Archer Systems Limited, Inc.
                          (A Development Stage Company)
                    TABLE OF CONTENTS TO FINANCIAL STATEMENTS


                                                                            Page

Report of Independent Certified Public Accountant............................F-2

Balance Sheet for the fiscal year ended April 30, 2000 and
     April 30, 1999..........................................................F-3

Statement of Operations and Accumulated Deficit - For the fiscal year
     ended April 30, 2000, April 30, 1999, and cumulative since inception....F-5

Statement of Cash Flows -
     For the fiscal year ended April 30, 2000, April 30, 1999
     and cumulative since inception..........................................F-6

Statement of Stockholder's Equity (Deficiency) -
     For the period from inception (March 19, 1986) through
     April 30, 1999 and April 30, 2000.......................................F-7

Notes to Consolidated Financial Statements...................................F-8

















                                     F-1
<PAGE>




REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Stockholders and Board of Directors
Archer Systems Limited, Inc.
75 Lincoln Highway, Route 27 - 2nd Floor
Iselin, New Jersey 08830

Gentlemen and Madams:

     We have  audited  the  accompanying  comparative  balance  sheets of Archer
Systems Limited,  Inc. and subsidiary (A Development  Stage Co.) as of April 30,
2000 and April 30, 1999 and the related statements of operations and accumulated
deficits, cash flows and statements of stockholder's equity (deficiency) for the
years then ended.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

     We conducted our audit in accordance  with  generally  accepted  accounting
standards.  Those standards require that we 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.
We believe that our audit provides a reasonable basis for our opinion.

     In our opinion the financial  statements  referred to above present fairly,
in all material respects,  the financial position as of April 30, 2000 and April
30,  1999,  and the results of its  operations  and its cash flows for the years
then ended in conformity with generally accepted accounting principles.


/s/ GERALD BRIGNOLA, CPA, PA
Hackensack, New Jersey
July 20, 2000








                                     F-2
<PAGE>




                          ARCHER SYSTEMS LIMITED, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
                             April 30, 2000 and 1999

                                     ASSETS





                                            2000                    1999
                                         ----------              ----------

CURRENT ASSETS
     Cash in bank                        $     726               $
     Accounts receivable                     1,030                     200
                                         ----------              ----------
         Total current assets                1,756                     200

OTHER ASSETS
      Security deposit                       6,000
      Prepaid employment contract          155,000
                                         ----------              ----------
         Total other assets               161,000                       0
                                         ----------              ----------

                TOTAL ASSETS             $ 162,756               $    200
                                         ==========              ==========
















     See accountants' report and notes to financial statements

                                     F-3
<PAGE>


                          ARCHER SYSTEMS LIMITED, INC.
                          (A Development Stage Company)
                                 Balance SheetS
                             April 30, 2000 and 1999

                                 LIABILITIES AND
                              STOCKHOLDER'S EQUITY

                                            2000                    1999
                                         ----------              ----------

CURRENT LIABILITIES

     Accounts payable                    $  11,144               $  20,000
     Accrued expenses                       28,692                       0
                                         ----------              ----------
        Total current liabilities           39,836                  20,000

LONG-TERM LIABILITIES                       50,983                       0
                                         ----------              ----------
      Total liabilities                     90,819                  20,000
                                         ----------              ----------
STOCKHOLDER'S EQUITY
    Common stock (.0001 par
      value 600,000,000 shares
      authorized 523,721,759
      and 520,496,750 shares
      issued respectively)                     323                       0
  Paid in capital                          249,615
                                         ----------              ----------
  Accumulated (deficit)                   (178,001)                (19,800)

TOTAL STOCKHOLDER'S
    EQUITY (Deficit)                        71,937                 (19,800)
                                         ----------              ----------
TOTAL LIABILITIES &
     STOCKHOLDER'S EQUITY                $ 162,756               $     200
                                         ==========              ==========








     See accountants' report and notes to financial statements

                                     F-4
<PAGE>



                          ARCHER SYSTEMS LIMITED, INC.
                          (A Development Stage Company)
                STATEMENT OF OPERATIONS AND ACCUMULATED (DEFICIT)
                       Year Ended April 30, 2000 and 1999
<TABLE>
<CAPTION>


                                                                                       Cumulative From
                                                                                       Inception to
                                            2000                    1999               April 30, 2000
                                         ----------              ----------            ---------------
<S>                                      <C>                     <C>                   <C>
INCOME
    Revenue during the
    development stage                    $       0               $       0             $            0


General & administrative                   158,201                  20,000                    178,201
                                         ----------              ----------            ---------------
NET OPERATING LOSS DURING
BEFORE EXTRAORDINARY ITEM                 (158,201)                (20,000)                  (178,201)

    Extraordinary Item-
    sale of Operating Name
    Computer Technology
    International                                0                     200                        200
                                         ----------              ----------            ---------------
NET LOSS AFTER
 EXTRAORDINARY ITEM                       (158,201)                (19,800)                  (178,001)

Accumulated deficit - beg                  (19,800)                      0                          0
                                         ----------              ----------            ---------------
Accumulated deficit - end                 (178,001)                (19,800)                  (178,001)
                                         ==========              ==========            ===============
Net loss per share
before and after extra-
ordinary item - based on
shares outstanding of
523,721,759 and
520,496,750 respectively                 $(.000340)              $(.000038)            $     (.000340)
                                         ==========              ==========            ===============
</TABLE>


     See accountants' report and notes to financial statements

                                     F-5
<PAGE>



                          ARCHER SYSTEMS LIMITED, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
              For the Period From Inception Through April 30, 2000
<TABLE>
<CAPTION>

                                                                                         Cumulative
                                            Year                    Year                    From
                                            Ended                   Ended                 Inception
                                           4/30/00                 4/30/99               Thru 4/30/00
                                         ----------              ----------            ---------------
<S>                                      <C>                     <C>                   <C>
CASH FLOWS PROVIDED (USED)
IN OPERATIONS

Net income (loss) for the period         $(158,201)              $ (19,800)            $    (178,001)

Adjustments to reconcile net
income to net cash used in
operating activities:

     Increase in Current Assets          $    (830)              $    (200)            $      (1,030)
     Increase in Other Assets             (161,000)                                         (161,000)
     Increase in Current
       Liabilities                          19,836                  20,000                    39,836
                                         ----------              ----------            ---------------
                                          (141,994)                 19,800                  (122,194)
                                         ----------              ----------            ---------------
NET CASH PROVIDED (USED)
BY OPERATIONS                             (300,195)                      0                  (300,195)
                                         ----------              ----------            ---------------

CASH FLOWS PROVIDED (USED)
IN FINANCING ACTIVITIES

     Notes Payable                          50,983                                            50,983
     Issuance of Common Stock              249,938                                           249,938
                                         ----------              ----------            ---------------
                                           300,921                       0                   300,921
                                         ----------              ----------            ---------------
NET INCREASE (DECREASE)
   IN CASH                                     726                       0                       726

CASH BEGINNING OF PERIOD                         0                       0                         0
                                         ----------              ----------            ---------------
CASH END OF PERIOD                       $     726               $       -             $         726
                                         ==========              ==========            ===============
</TABLE>


     See accountants' report and notes to financial statements

                                    F-6
<PAGE>


                          ARCHER SYSTEMS LIMITED, INC.
                          (A Development Stage Company)
                 Statement of Stockholder's Equity (DEFICIENCY)
                        Inception through April 30, 2000
<TABLE>
<CAPTION>


                                                                     Additional        Retained
                                             Common Stock             Paid in          Earnings
                                         Shares       Amount          Capital          (Deficit)
                                    ------------------------------------------------------------
<S>                                 <C>              <C>             <C>               <C>
Balance, Inception March 19, 1986
No Par                                      100      $     0         $      0          $     0

June 1986 Cancellation of No Par
Stock                                      (100)           0                0                0

Authorization of
600,000,000 shares,
$.0001 Par Value and
issuance for investment
all shares of Computer
Technology International Inc.,
 as of June 1986                    520,496,750       52,050          (52,050)
                                    ------------------------------------------------------------
Balance, December 14,1998           520,496,750       52,050          (52,050)               0

Reclassification                                     (52,050)          52,050

Net Loss for Reactivation Period
December 14, 1998 to
April 30, 1999                                                                         (19,800)

Balance, April 30, 1999             520,496,750            0                0          (19,800)
                                    ------------------------------------------------------------
Shares issued for services            1,225,000          123           94,815                0

Shares issued for the
purchase of NextNet.com               2,000,000          200          154,800                0

Net loss for period ending
April 30, 2000                                                                        (158,201)
                                    ------------------------------------------------------------
Balance April 30, 2000              523,721,750      $   323      $   249,615       $ (178,001)
                                    ============================================================
</TABLE>

     See accountants' report and notes to financial statements

                                    F-7
<PAGE>


                          Archer Systems Limited, Inc.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 2000

Note 1 - Organization and Summary of Significant Accounting Policies

      A.  Organization:  Archer Systems Limited,  Inc. was incorporated on March
          19,  1986,  under the laws of the State of  Delaware.  The Company was
          established by Archer Limited, a foreign  corporation based in London,
          England which is no longer in existence.  The Company adopted a fiscal
          year ending, April 30.

          The Company was organized to acquire the name and all the common stock
          of a publicly traded computer related technology company.  The Company
          exchanged  common  stock on a one for one basis for the  shares of the
          computer  technology  company.  On December 14, 1998, the Company sold
          all  the   common   stock   and  the  name  of   Computer   Technology
          International, Inc. to an individual for $200.

          Archer Systems Limited, Inc. has acquired and will continue to develop
          and/or  operate  Internet and  technology  related  companies  through
          majority owned  subsidiaries or investment in other Internet companies
          through venture capital arrangements. At the present time, the Company
          is  considering  a number of  proposals  for  potential  acquisitions,
          investments and/or strategic alliances.

          Because  of  the  speculative   nature  of  the  Company,   there  are
          significant risks, which are summarized as follows:

          - Newly formed company has no operating history and minimal assets.

          - Limited funds available for acquisitions.

          - Management is inexperienced and offers limited time commitment.

          - Conflict-of-interest,  as all  employees  have  other  part-time  or
            full-time employment.

          - The Company is considered to be in the development stage, as defined
            in the Statement of Financial Accounting Standards No. 7. There have
            been no operations since incorporation.

      B.  Estimates:  The preparation of financial statements in conformity with
          generally accepted  principles,  requires management to make estimates
          and

                                     F-8
<PAGE>

          assumptions that affect the reported amounts of assets and liabilities
          and  disclosures of contingent  assets and  liabilities at the date of
          the  financial  statements  and the  reported  amounts of revenues and
          expenses  during the period.  Actual  results  could differ from those
          estimates.

      C.  Method of Accounting:  The financial  statements have been prepared in
          accordance  with the accrual  basis method of  accounting.  Under this
          method of accounting, income and expenses are identified with specific
          periods of time and are recorded as earned or incurred  without regard
          to date of receipt or disbursements of cash.

      D.  Earnings Per Share:  Computed by dividing the net loss by the weighted
          average  number of shares  outstanding  during the year.  Common stock
          warrants  attached to the Computer  Technology,  Inc.  shares  expired
          prior to 1986,  15 months after  issuance.  They are excluded from the
          earnings per share  computation  because of their  expiration  date as
          well as their anti-dilutive effect on the loss per share if there were
          such common stock equivalents.

      E.  Consolidation  Policy: The consolidated  financial  statements include
          all the  accounts  of Archer  Systems  Limited,  Inc.  and  controlled
          entities.  The Company  accounts for its  investments in  consolidated
          subsidiaries by the equity method.  All intercompany  transactions are
          eliminated.

Note 2 - Stockholders Equity

      Incorporation  Shares: Upon incorporation,  the Company had authorized 100
      shares of common stock, no par value.

      In June 1986, the Company's  officers  approved a change in the authorized
      shares from 100 shares common stock, no par value,  to 600,000,000  shares
      of common stock, $.0001 par value. The majority  stockholder and directors
      ratified the increase in authorized shares on December 14, 1998.

      In June 1986, the Company exchanged  520,496,750 shares of common stock of
      the Company for all the issued and outstanding common shares, on a one for
      one basis, of Computer Technology International, Inc. (see Note #1A).

      On April 1, 2000, the Company issued to a vendor,  1,225,000 shares of the
      Company's common stock per a financial services agreement.




                                     F-9
<PAGE>


Note 3 - Related Party Transactions

      A.  Office Space:

          As of June 1, 1999,  the  Company  shares  office  space at 75 Lincoln
          Highway,  Iselin,  New Jersey.  The space is leased by GRQ  Financial,
          Inc. which is solely owned by Richard J.  Margulies,  President of the
          Company. No rent is presently charged to the Company by GRQ Financial,
          Inc. and no formal lease exists  between GRQ  Financial,  Inc. and the
          Company.  The fair  market  value of donated  rent and  administrative
          costs were determined to be $600 per month. $6,600 was charged to rent
          expense during the year ended April 30, 2000.

      B.  During the fiscal year ended April 30, 2000,  the Company's  president
          and stockholder and a stockholder  advanced to the Company $22,191 and
          $27,172  respectively.  These loans are  represented  by nine separate
          notes,  are  unsecured  and  carry  an  annual  interest  rate  of 6%.
          Accordingly,  these  shareholder  loans are recorded as long-term debt
          due to related parties in the accompanying financial statements.

Note 4 - Income Taxes

      A.  Operating Loss:

          The  Company,  as of April 30,  2000 has loss  carryforwards  totaling
          $178,201 that may be offset against future taxable income.

      B.  Components - Current and Deferred:

          The provisions for income taxes consist of the following components:

                                           April 30, 2000
                                           --------------
                  Current Taxes             $     0
                  Deferred                   60,520
                                            -------
                                            $60,520
                                            =======

          Based on  management's  present  assessment,  the  Company has not yet
          determined it to be more likely than not that a net deferred long term
          tax  asset  of  $60,520  attributable  to the  future  utilization  of
          $178,001 of net  operating  loss  carryforwards  as of April 30, 2000,
          will be realized.




                                     F-10
<PAGE>



          Accordingly,  the Company has provided 100% allowance  against the net
          deferred tax asset in the  financial  statements as of April 30, 2000.
          The Company will continue to review this valuation  allowance and make
          adjustments  as  appropriate.  Net operating loss  carryforwards  will
          expire as follows.



                  Year Ended                          Deferred
                  April 30                            Tax Asset
                  ----------                          ---------

                     2014                             $   6,732
                     2015                                53,788
                                                      ---------
                                                      $  60,520
                                                      =========
                  Net deferred tax benefit            $ 60, 520
                                                      =========

Note 5 - Acquisitions and Commitments

          On  April  17,  2000,  Mr.  L.  Weinstein,  the  sole  stockholder  of
          NextNet.com,  Inc.,  exchanged 2,000,000 shares of his company's stock
          for  2,000,000 of Archer  Systems  Limited and a five year  employment
          agreement,  which commenced on April 27,2000. Mr. Weinstein will serve
          as President and Chief Executive  Officer of the subsidiary during the
          term of this  agreement.  During each calendar year of this agreement,
          the employee  shall receive an amount of dollars or property  equal to
          twenty  percent of the net  increase  in equity of  NextNet.com,  Inc.
          during such period,  less any funds or capital has been  invested into
          NextNet.com,  Inc. by third party  investors  during that  period.  In
          addition, the employee is to receive each year during the term of this
          agreement,  20% of the shares which NextNet.com receives in any entity
          through  compensation  or exchange during the period of the agreement.
          Also, the employee is to receive an option to purchase  250,000 shares
          of NextNet.com's common stock at a strike price of five cents ($0.05).
          During the  current  fiscal  year,  $155,000  was charged to a prepaid
          employment  contract,  in connection with this exchange of stock,  and
          will be expensed over the next five years.

Note 6 - Subsequent Events

          On May 18, 2000 Archer Systems Limited,  Inc. and INFe.com,  a Florida
          Corporation whose common stock is traded on the OTC-BB, entered into a
          Strategic  Alliance Agreement whereby they agreed to acquire an equity
          interest in each other's  corporation,  so that they may pursue common
          goals for their joint benefit.

                                     F-11
<PAGE>


          By the agreement, INFe.com agreed to grant to Archer $336,000 worth of
          INFe.com's common stock, par value of $.001 per share. The share price
          for the purpose of  determining  the number of shares to be granted to
          Archer was measured at the average trading price of the INFe.com stock
          over the thirty  trading days prior to May 18, 2000,  which is 300,000
          shares at $1.12 per share.  The INFe.com shares which shall be granted
          to  Archer  is  subject  to Rule 144 of the  Securities  and  Exchange
          Commission.  In exchange for the  INFe.com  shares,  Archer  agreed to
          grant INFe.com $336,000 worth of the Company's common stock, par value
          $.001 per share.  The share price for the purpose of  determining  the
          number of shares to be granted to INFe.com was measured as the average
          trading  price of the Archer stock over the thirty  trading days prior
          to the date of the signing of this agreement,  or 4,307,692  shares at
          $.078 per share.  Such shares were granted  subject to Rule 144 of the
          Securities  and Exchange  Commission.  INFe.com  agreed to include the
          INFe shares granted to Archer into the first Form SB-2 Public Offering
          Registration  Statement  that it filed  with the SEC after the date of
          this  agreement  subject  to the  parties  entering  into  a  mutually
          agreeable  lockup  and  leakout  agreements.  Archer  agreed  that the
          Company will include the Archer  shares  granted to INFe.com  into the
          first Public  Offering  Registration  Statement that the company files
          with the SEC after May 18, 2000,  subject to the parties entering into
          a mutually agreeable lockup and leakout agreements.


















                                     F-12
<PAGE>




                                 EXHIBIT INDEX


Exhibit No.        Description                                       Page
-----------        ----------------------------------                ----

10.7               Copy of 6% Promissory Note Due                      2
                   February 15, 2002

10.8               Copy of 6% Promissory Note Due                      3
                   March 9, 2002

10.9               Copy of 6% Promissory Note Due                      4
                   March 20, 2002

10.10              Copy of 6% Promissory Note Due                      5
                   April 9, 2002

10.12              Agreement dated June 8, 2000                        6
                   between the Company and
                   Superwire.com, Inc.

10.13              Agreement dated July 21, 2000                      10
                   between the Company and
                   ComLinx, Inc.

10.14              Agreement dated July 22, 2000                      11
                   between ArcusNet Corporation and
                   Cydoor Technologies, Inc.

21                 Subsidiaries of Companies                          16

                                        1