<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

( ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED


(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001



                               Commission File No.
                                   33-24608-LA

                           ASPAC COMMUNICATIONS , INC.
                          -----------------------------
             (Exact name of registrant as specified in its charter)


          Delaware                                       95-4068292
-------------------------------            -------------------------------------
(State or Other Jurisdiction of            I.R.S. Employer Identification Number
Incorporation or Organization)


                       21221 South Western Ave. Suite 215
                           Torrance, California 90501
          ------------------------------------------------------------
           (Address of Principal Executive Offices including Zip Code)


Registrant's telephone number, including Area Code:  310/328-7666

Securities to be Registered Under Section 12(b) of the Act:   None

Securities to be Registered Under Section 12(g) of the Act:
                                                 Common Stock, $.00001 Par Value
                                                 (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or 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


Number of shares of common stock, $0.00001 par value, outstanding at August 17,
2001: 22,034,969


<PAGE>
<TABLE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                           Aspac Communications, Inc.
                          (A Development Stage Company)
                           Consolidated Balance Sheet

<CAPTION>
                                                          JUNE 30,      SEPTEMBER
                                                           2001           2001
                                                        (UNAUDITED)
                                                        ------------   ------------
<S>                                                     <C>            <C>
Assets
Current assets:
  Cash                                                  $ 1,217,968    $ 2,194,910
  Short-term investment                                          --      1,009,415
  Accounts receivable                                         1,738             --
  Prepaid expenses                                          400,644        229,349
  Interest receivable                                           985         24,528
                                                        ------------   ------------
TOTAL CURRENT ASSETS                                      1,621,335      3,458,202

Property and equipment, net                               1,417,793        185,816
Intangible assets, net of accumulated amortization          297,000        321,750
Other assets                                                 12,683         33,313
                                                        ------------   ------------
TOTAL ASSETS                                            $ 3,348,811    $ 3,999,081
                                                        ============   ============

Liabilities and stockholders' equity
Current liabilities:
  Accounts payable and accrued expenses                 $   164,590    $    18,843
  Accrued salaries                                          103,809        103,720
                                                        ------------   ------------
Total current liabilities                                   268,399        122,563

Minority interest                                           100,934        230,157

Stockholders' equity:
  Common stock, $0.00001 par value, 50,000,000 shares
    authorized, 22,034,969 (June 30, 2000) and
    21,934,969 (September 30, 2001) shares issued
    and outstanding                                             220            219
  Additional paid-in capital                              5,592,829      5,496,866
  Deficit accumulated during development stage           (2,550,715)    (1,619,356)
  Accumulated other comprehensive income (loss)               3,498         (1,152)
  Deferred compensation                                     (66,354)      (230,216)
                                                        ------------   ------------
Total stockholders' equity                                2,979,478      3,646,361
                                                        ------------   ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $ 3,348,811    $ 3,999,081
                                                        ============   ============

</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>
<TABLE>

                                          Aspac Communications, Inc.
                                         (A Development Stage Company)
                                     Consolidated Statements of Operations
                                                  (UNAUDITED)
<CAPTION>


                                                          THREE MONTHS                    NINE MONTHS            SEP.26, 1997
                                                          ENDED JUNE 30                  ENDED JUNE 30          (INCEPTION) TO
                                                      2001             2000           2001            2000        JUN.30, 2001
                                                 -----------------------------------------------------------------------------
<S>                                              <C>             <C>             <C>             <C>             <C>
Revenues                                         $      2,444    $         --    $      2,444    $         --    $      2,444
Cost of Revenues                                       18,337              --          18,337              --          18,337
                                                 -----------------------------------------------------------------------------
  Gross Margin                                        (15,893)             --         (15,893)             --         (15,893)

Operating expenses:
  Selling, general and
   administrative expenses                            336,797         208,477       1,001,901         471,412       2,814,987
  Research, development &
   engineering expenses                                16,498          94,924          20,513          97,099          20,513
  Depreciation and amortization                        44,518           3,285          70,534           8,320          99,237
                                                 -----------------------------------------------------------------------------
Total Operating Expenses                              397,813         306,686       1,092,948         576,831       2,934,737

Loss from operations                                 (413,706)       (306,686)     (1,108,841)       (576,831)     (2,950,630)

Other income (expense):
  Abandoned offering costs                                 --              --              --          (2,418)       (158,650)
  Interest income                                       6,639          25,548          47,922          33,777         123,718
  Interest expense                                         --          (4,489)             --         (19,014)        (40,528)
  Other income (expense)                                  (15)             --             337             180             183
                                                 -----------------------------------------------------------------------------
Total other income (expense)                            6,624          21,059          48,259          12,525         (75,277)

Net loss before minority interest
  and extraordinary items                            (407,082)       (285,627)     (1,060,582)       (564,306)     (3,025,907)
Minority interest                                      66,249          43,368         129,223          43,372         237,232
Net loss before extraordinary item                   (340,833)       (242,259)       (931,359)       (520,934)     (2,788,675)
Extraordinary gain on extinguishment
  of debt                                                  --              --              --         237,960         237,960
                                                 -----------------------------------------------------------------------------
Net loss                                         $   (340,833)   $   (242,259)   $   (931,359)   $   (282,974)   $ (2,550,715)
                                                 =============================================================================

Net loss per common share - basic and diluted:
   Net loss before extraordinary item            $      (0.02)   $      (0.01)   $      (0.04)   $      (0.02)   $      (0.14)
   Extraordinary item                                      --              --              --            0.01            0.01
                                                 -----------------------------------------------------------------------------
   Net loss                                      $      (0.02)   $      (0.01)   $      (0.04)   $      (0.01)   $      (0.13)
                                                 =============================================================================

Weighted average common shares
  outstanding - basic and diluted                  22,038,266      22,064,484      21,990,400      20,823,747      20,034,536
                                                 =============================================================================


</TABLE>

SEE ACCOMPANYING NOTES.


<PAGE>
<TABLE>

                           Aspac Communications, Inc.
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
                                   (UNAUDITED)
<CAPTION>

                                                             NINE MONTHS          SEP. 26, 1997
                                                            ENDED JUNE 30        (INCEPTION) TO
                                                         2001           2000      JUN. 30, 2001
                                                    ------------------------------------------
<S>                                                 <C>            <C>            <C>
OPERATING ACTIVITIES
  Net loss                                          $  (931,359)   $  (282,974)   $(2,550,715)
  Adjustment to reconcile net loss to net cash
   used in operating activities:
    Depreciation & amortization                          70,534          8,320         99,237
    Minority interest in losses of consolidated
       subsidiary                                      (129,223)       (43,372)      (237,232)
    Interest expense on extinguished debt                    --          7,821          7,821
    Gain on extinguishment of debt, net                      --       (237,960)      (237,960)
    Write-off registration costs                             --             --        120,000
    Amortization of deferred stock compensation          64,826         18,278        113,110
    Loss on disposal of assets                               --          3,060          3,060
    Changes in operating assets and liabilities:
       Prepaid expenses and other current assets        (95,533)       (18,021)      (324,881)
       Interest receivables                              23,543             --           (985)
       Other assets                                      20,630        (58,804)       (10,928)
       Accounts payable & accrued expenses              145,837         (2,314)       268,400
                                                    ------------------------------------------
  Net cash used in operating activities                (830,745)      (605,966)    (2,751,073)

INVESTING ACTIVITIES
  Redemption of short-term investment                 1,009,415             --             --
  Purchase of property and equipment                 (1,160,261)       (38,117)    (1,358,492)
  Other assets                                               --             --        (90,000)
  Payment under stock subscription agreement                 --             --         (2,700)
                                                    ------------------------------------------
  Net cash provided by (used in) investing
    activities                                         (150,846)       (38,117)    (1,451,192)

FINANCING ACTIVITIES
  (Payments) proceeds from notes and loan payable            --         (2,626)       527,155
  (Payments) advances from line of credit                    --       (111,982)            --
  Net proceeds from sale of common stock                     --      4,472,500      4,562,600
  Minority investment in joint venture                       --             --        338,166
  Repayment of advances                                      --             --        (12,155)
                                                    ------------------------------------------
  Net cash provided by financing activities                  --      4,357,892      5,415,766


Foreign exchange impact on cash                           4,649           (860)         3,497

Increase (decrease) in cash and cash equivalent        (976,942)     3,712,949      1,217,968

Cash and cash equivalents at beginning of period      2,194,910          7,005             --
                                                    ------------------------------------------
Cash and cash equivalents at end of period            1,217,968      3,719,954      1,217,968
                                                    ==========================================


</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

NON-CASH TRANSACTIONS

In February 2001, the Company issued 120,000 shares of common stock valued at
$1.625 per share and agreed to pay $40,000 in cash for networking equipment to
be delivered in four equal installments. Two installments have been delivered
during the nine months ended June 30, 2001. The $40,000 cash payment will be
made upon completion of all deliveries.


SEE ACCOMPANYING NOTES.



<PAGE>


                    ASPAC COMMUNICATIONS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2001
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION
------------------------------

         The accompanying unaudited consolidated financial statements have been
         prepared in accordance with accounting principles generally accepted in
         the United States for interim financial information and the rules and
         regulations of the Securities and Exchange Commission for interim
         financial information. Accordingly, they do not include all the
         information and footnotes required by accounting principles generally
         accepted in the United States for complete financial statements.

         It is management's opinion, however that all adjustments (consisting of
         normal recurring accruals) have been made which are considered
         necessary for a fair presentation of the results of operations for the
         periods presented. The results for the interim period are not
         necessarily indicative of the results to be expected for the year.

         The Company is operating as a Development Stage Company to develop
         interactive broadband communication and online services in the Far East
         including the People's Republic of China.

         For further information, refer to the consolidated financial statements
         and footnotes included in the company's Form 10-KSB for the year ended
         September 30, 2000.

NOTE 2 - PRINCIPLES OF CONSOLIDATION
------------------------------------

         The consolidated financial statements include the accounts of ASPAC
         Communications, Inc. and its joint venture subsidiary, YeeYoo Network
         Information Technology, Ltd. ("YeeYoo"), in which the Company owns a
         65% interest. All significant inter-company balances and transactions
         have been eliminated in consolidation.

         All balances and transactions of the Company's overseas subsidiaries as
         of and for the three and nine months period ended June 30, 2001 are
         translated at the exchange rate in effect at the balance sheet date and
         at the average exchange rate for the period presented, respectively.

NOTE 3 - PROPERTY AND EQUIPMENT
-------------------------------

         Property and equipment consist of the following:


                                                   JUNE 30,    SEPTEMBER 30,
                                                     2001           2000
                                                 ------------   ------------
                Computer equipment               $ 1,220,365    $   104,286
                Furniture and equipment               39,585         77,845
                Automobiles                           66,232         18,114
                Construction in progress             151,829             --
                                                 ------------   ------------
                                                   1,478,011        200,245
                Less: accumulated depreciation       (60,218)       (14,429)
                                                 ------------   ------------
                                                 $ 1,417,793    $   185,816
                                                 ============   ============

         Construction in progress relates both to fiber optic cable installation
and software development.


<PAGE>

NOTE 4 - STOCKHOLDER'S EQUITY
-----------------------------

         In April 2001, the Company reached an agreement with its corporate
         attorney to cancel the 20,000 shares issued to him in exchange for
         stock options to purchase the same number of shares.

NOTE 5 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

         In the past, the Chinese government has prohibited foreign investment
         in value-added telecommunication services, including Internet access
         and content services. Under the trade deal China signed with the United
         States in November, 1999, as part of China's bid to join the World
         Trade Organization ("WTO"), China pledged to open the value-added
         sector, including the Internet service and content business, to allow
         for 49% foreign ownership for the first two years after China's entry
         into the WTO and 50% thereafter. The Chinese government is drafting new
         policies and regulations governing foreign investment and other
         activities in the Internet industry based on its WTO commitment. To
         comply with the new regulations, the Company's equity percentage in its
         YeeYoo joint venture may have to be reduced from the current 65% level.
         However, the Company anticipates that it will maintain its operating
         control of the joint venture by retaining control of the Board of
         Directors and the management of the joint venture. In anticipation of
         the new regulations, the Company is in discussion with several
         potential strategic partners to exchange the Company's joint venture
         equity in excess of the 49% foreign ownership pursuant to new Chinese
         policies for certain assets. These assets may include wireless
         frequency usage rights, PSTN connections for VoIP networks, and
         additional bandwidth for international links. There is no assurance
         that the Company will be able to reach any agreement with these
         potential strategic partners or, if any, at terms favorable to the
         Company.

NOTE 6 - SUBSEQUENT EVENT
-------------------------

         On July 25 2001, the Board of Directors of the Company adopted a change
         in its fiscal year end from September 30 to December 31. Given that the
         transition period is three months, quarter-ends for the new fiscal year
         will correspond to those of the old fiscal year. The transition period
         of October 1, 2000 to December 31, 2000 (unaudited) is included in the
         Form 10-QSB filed by the registrant in February of 2001. The Company's
         Form 10-KSB for the year ended December 31, 2001 will include the
         audited financial statements for the transition period.




<PAGE>


ITEM 2 - MANAGEMENT'S DISCUSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS
--------------------------

         Included in this report are various forward-looking statements, which
can be identified by the use of forward looking words such as "may," "will,"
"expect," "anticipate," "estimate," "continue," "believe" or other similar
words. These statements are forward-looking and reflect the Company's current
expectations. Such forward-looking statements involve known and unknown risks,
uncertainties, and other factors that may cause the actual results, performance,
or achievements of the Company, or industry results, to be materially different
from any future results, performance, achievements, or expectations expressed or
implied by such forward-looking statements. The Company disclaims any obligation
to update any such factors or to announce the result of any revisions to any of
the forward-looking statements contained herein to reflect future development.
No assurance can be given that such predictions will prove correct or that the
anticipated future results will be achieved; actual events or results may differ
materially, either because one or more of such predictions proves to be
erroneous, or as a result of risks facing the Company. Such risks include, but
are not limited to, the Company's ability to successfully market its services to
new customers, its ability to manage growth and to obtain required permits and
authorizations in a timely manner, changes in the economic and political
environments in China, changes in technology, changes in the Internet
marketplace in China, competitive factors and other risks described in our
annual report on Form 10-KSB that could cause actual results to differ
materially from the future results indicated, expressed, or implied in such
forward-looking statements.

OVERVIEW
--------

         ASPAC Communications, Inc. (the "Company") is a Delaware corporation
headquartered in Torrance, California. The Company is a development stage
company with the objective to develop, finance, and invest in telecommunication
and Internet related projects primarily in the People's Republic of China ("PRC"
or "China"). The Company's key management and shareholders include institutions
and individuals that have participated in and directed the modernization of
China's telecommunication industry. Over the years, they have developed in-depth
knowledge of this highly protected and rapidly growing sector, and established
close contacts with the key players and the bureaucratic hierarchy. After
conducting numerous feasibility studies of telecommunication investment projects
in the past few years, the Company has set its focus on the wireless broadband
Internet Service Provider ("ISP") and other advanced Internet communication
services in China. The tremendous market potential of the Internet market in
China, the relatively wide open competitive landscape, and the pacesetting
experience from the U.S. Internet market are the fundamentals for the Company's
renewed focus.

         The Company's China objective is to provide nationwide wireless
broadband services that encompass high speed Internet access, Voice over IP
("VoIP"), and full motion video. To meet this objective, the Company has
successfully secured the exclusive usage right of a wide spectrum of frequencies
in Beijing. Additionally, in order to ensure the high level of quality for the
wireless broadband service, the Company has acquired the critical guaranteed
international bandwidth. Furthermore, the Company has developed an advanced
wireless "point-to-multipoint" system for the high-speed "last-mile" solution so
that the service can reach customers efficiently and cost effectively.

         To execute the Company's China objective, ASPAC formed a Sino-foreign
joint venture in fiscal year 2000 named YeeYoo Network Information Technology,
Ltd. ("YeeYoo"), with China Education and Research Network Center ("CERNET") and
Beijing Sino-Tech Science and Technology Development Center ("Sino-Tech'). The
Company has a controlling interest in YeeYoo. In April 2001, YeeYoo launched its
services in Beijing, China and anticipates the expansion of its services to
other provinces in the next 10 to12 months.


<PAGE>

RESULTS OF OPERATION FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2001 AS
COMPARED TO THE THREE AND NINE MONTHS ENDED JUNE 30, 2000:
--------------------------------------------------------------------------------

         REVENUES. The Company launched its service in Beijing, China through
its YeeYoo joint venture subsidiary in April 2001. The Company generated revenue
of $2,444 during the three and nine months ended June 30, 2001 primarily from
the monthly fee of providing broadband Internet access services.

         COST OF REVENUES. Cost of revenues principally includes domestic and
international backbone connection fees and other fees associated with
establishing and maintaining ongoing services to customers. During the three and
nine months ended June 30, 2001, the Company incurred $18,337 in Cost of
Revenues.

         OPERATING EXPENSE. Operating expenses increased 30% and 89% from
$306,686 and $576,831 during the three and nine months ended June 30, 2000,
respectively, to $397,813 and $1,092,948 during the three and nine months ended
June 30, 2001. The increase primarily consists of increases from the following
expenses:

         (1)  Selling, general and administrative expenses increased 62% and
              113% from $208,477 and $471,412 during the three and nine months
              ended June 30, 2000, respectively, to $336,797 and $1,001,901
              during the three and nine months ended June 30, 2001. The increase
              primarily resulted from the increased number of employees after
              the formation of YeeYoo joint venture, increased level of salaries
              paid to employees, consulting services used to conduct legal and
              business research, increased sales & marketing efforts, and the
              amortization of deferred stock compensation. We expect that
              selling, general, and administrative expenses will continue to
              increase in future periods as our YeeYoo joint venture expands its
              wireless broadband services in China.

         (2)  Research and development expenses decreased 83% and 79% from
              $94,924 and $97,099 for the three and nine months ended June 30,
              2000 to $16,498 and $ 20,513 for the three and nine months ended
              June 30, 2001. The higher balances of research and development
              expense in 2000 were primarily related to the initial research
              fees paid associated with system design and system deployment.

         (3)  Depreciation and amortization expenses increased from $3,285 and
              $8,320 during the three and nine months ended June 30, 2000 to
              $44,518 and $70,534 during the three and nine months ended June
              30, 2001, due to higher amount of property, equipment and
              intangible assets purchased and recorded.

         Overall, we anticipate that operating expenses will increase during
2001 compared to 2000 as the Company continues to expand its businesses in
China.

         OTHER INCOME (EXPENSE). Other income (expense), changed from net income
of $21,059 and $12,525 during the three and nine months ended June 30, 2000,
respectively, to net income of $6,624 and $48,259 during the three and nine
months ended June 30, 2001. The changes were primarily due to variations in
interest income and interest expense resulted from different level of cash and
short-term investment balances during the periods.


<PAGE>

         NET LOSS. Excluding extraordinary items, the Company's net loss
increased 41% and 79% from $242,259 and $520,934 during the three and nine
months ended June 30, 2000, respectively, to $340,833 and $931,359 during the
three and nine months ended June 30, 2001. The increased amount of net loss
before extraordinary items was primarily due to the greater operating expenses
as the Company expands its business activities to deploy wireless broadband
services in China. There were no extraordinary activities recorded during the
three and nine months ended June 30, 2001. The net loss after extraordinary
items was $340,833 and $931,359 for the three and nine months ended June 30,
2001, compared to net loss of $243,272 and $283,896 for the three and nine
months ended June 30, 2000. The extraordinary items recorded during the nine
months ended June 30, 2000 primarily relates to the extraordinary gain resulted
from the conversion of the Company's promissory note to the Company's common
stock.

LIQUIDITY AND CAPITAL RESOURCES AND CERTAIN EVENTS SUBSEQUENT TO JUNE 30, 2001
------------------------------------------------------------------------------

         The Company has incurred losses since inception and we anticipate that
the Company will continue to incur losses in the foreseeable future. The Company
is not capable of supporting existing business operations in its present form.
Since the beginning of its operation, the Company has financed its development
stage activities primarily through equity investments, including the sale of
common stock, and loans from its founding stockholders.

         There is no guarantee that the Company will ever achieve profitable
operations. Approximately $830,746 was used in the Company's operating
activities for the nine months ended June 30, 2001 compared to $605,966 for the
nine months ended June 30, 2000. The increase in cash used in the Company's
operating activities primarily relates to a greater net loss resulted from the
Company's expanded development activities to deploy wireless broadband services
in China.

         During the nine months ended June 30, 2001, the Company used net cash
of $150,846 in its investing activities, compared to $38,117 net cash used
during the nine months ended June 30, 2000. This increase primarily relates to
the purchases of property and equipment offset by redemption of short-term
investment.

         During the nine months ended June 30, 2001, the Company did not receive
any cash from its financing activities, compared to $4,357,892 net cash received
during the nine months ended June 30, 2000. The net cash received during the
nine months ended June 30, 2000 was primarily generated by net proceeds from the
sale of common stock during the Company's private placement which ended March
31, 2000.

         The Company currently has a commitment to ultimately invest $3.25
million in the joint venture pursuant to the joint venture contract it entered
with CERNET and Sino-Tech, dated December 31, 1999, and an agreement it entered
with CERNET, dated April 18, 2000, in exchange for 65% of the equity in the
YeeYoo joint venture. As of the date of this report, the Company has invested
$2.15 million in the joint venture. In addition, the Company has committed to
pay $2,000,000 to CERNET in exchange for certain guaranteed international
connection bandwidth and free usage of such international connection bandwidth
for 18 months. As of the date of this report, the Company has not made any
payments to CERNET and no decision has been made as to the timing and the manner
of the payment (in cash or by issuance of the Company's common stock).

         The growth of the Company's business in China will require capital
investments in China for the foreseeable future. The YeeYoo joint venture has
generated nominal revenues to date and any future profits will likely be
re-invested to fund the expansion of the business. The Company will continue to
evaluate possible acquisitions of or investments in businesses, products, and
technologies that are complimentary to those of the Company, which may require
the use of cash. The Company believes that existing cash, investments and
borrowings available under its credit facilities will be sufficient to fund its
current operations through 2001. However, the Company may sell additional equity

<PAGE>

or debt securities or seek additional credit facilities if it believes such
actions would be a better way to fund acquisition-related or other costs. Sales
of additional equity or convertible debt securities would result in additional
dilution to the Company's stockholders. The Company may need to raise additional
funds sooner in order to support more rapid expansion, develop new or enhanced
services or products, respond to competitive pressures, acquire complementary
businesses or technologies or take advantage of unanticipated opportunities. The
Company' future liquidity and capital requirements will depend upon numerous
factors, including the success of the services offered by the Company and its
Joint Venture and competing technological and market developments.

         The Company expects to maintain its research and development activities
at current levels. The Company does not anticipate any purchase or sale of plant
and significant equipment except the purchase of network equipment and network
infrastructure development during the normal course of business. The Company
expects an increase in its number of employees as the Company and its joint
venture start and expand its network operations in China.

SUBSEQUENT EVENT
----------------

         On July 25, 2001, the Board of Directors of the Company adopted a
change in its fiscal year end from September 30 to December 31. Given that the
transition period is three months, quarter-ends for the new fiscal year will
correspond to those of the old fiscal year. The transition period of October 1,
2000 to December 31, 2000 (unaudited) is included in the Form 10-QSB filed by
the registrant in February of 2001. The Company's Form 10-KSB for the year ended
December 31, 2001 will include the audited financial statements for the
transition period.



<PAGE>


                           PART II---OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

        There are no material legal proceedings pending or, to our knowledge,
threatened against the Company.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

        None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        None.

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

        None.

ITEM 5. OTHER INFORMATION

        None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.

        None.

(b) Reports on Form 8-K.

        No reports on Form 8-K were filed by the Company during the quarter
ended June 30, 2001.



<PAGE>




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, thereunto duly authorized.




                                 ASPAC COMMUNICATIONS, INC.



                                 By: Marc F. Mayeres
                                     -------------------------------------------
                                     Marc F. Mayeres
                                     Chairman and Acting Chief Financial Officer



                                 Date: August 17, 2001