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

                                   FORM 10-QSB

        [X] Quarterly Report under Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                  For the fiscal quarter ended October 31, 2000

                         Commission file number 0-26955


                          Archer Systems Limited, Inc.
           (Name of small business issuer as specified in its charter)


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


           75 Lincoln Highway, Route 27, 2nd Floor, Iselin, NJ, 08830
                    (Address of principal executive offices)

                                 (732) 906-9060
                           (Issuer's telephone number)

         Check whether the issuer: (1) filed all reports required to be
        filed by Section 13 or 15(d) of the Exchange Act during the past
          12 months (or for such shorter period that the registrant was
        required to file such reports), and (2) has been subject to such
            filing requirements for the past 90 days. Yes X No _____


         As of December 14, 2000, 528,155,082 shares of the Common Stock
         were outstanding.

<PAGE>

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

                                Form 10-QSB Index

                                October 31, 2000

                                     PART I
<TABLE>
<CAPTION>

                                                                                                        Page
                                                                                                        Number
<S>                                                                                                     <C>
Item 1.       Financial Statements (Unaudited):

              Balance Sheet at October 31, 2000............................................................3

              Statements of Operations and Accumulated Deficit for the quarter
              ended October 31, 2000 and October 31, 1999 and cumulative
              since inception to October 31, 2000..........................................................4

              Statements of Operations and Accumulated Deficit for the six
              months ended October 31, 2000 and October 31, 1999 and cumulative
              since inception to October 31, 2000..........................................................5

              Statements of Cash Flows for the six months ended October 31, 2000
              and October 31, 1999 and cumulative since inception to October 31, 2000......................6

              Notes to Financial Statements................................................................8


Item 2.       Management's Discussion and Analysis or Plan of Operations..................................12

                                                                PART II

Item 1.       Legal Proceedings...........................................................................14

Item 2.       Changes in Securities.......................................................................14

Item 3.       Defaults Upon Senior Securities.............................................................14

Item 4.       Submission of Matters to a Vote of Security Holders.........................................14

Item 5.       Other Information...........................................................................15

Item 6.       Exhibits and Reports on Form 8-K............................................................15

Signatures    ............................................................................................19
</TABLE>

                                        2
<PAGE>

                          ARCHER SYSTEMS LIMITED, INC.
                          (A Development Stage Company)

                                  BALANCE SHEET
                                October 31, 2000
                                   (Unaudited)

                                     ASSETS
                                                               October 31, 2000
Current Assets:

     Cash....................................................... $     50,661
     Notes Receivable...........................................       19,000
     Accounts Receivable........................................        1,030
                                                                 --------------
         Total Current Assets...................................       70,691

     Other Assets:
         Deposits...............................................       16,000
         Investments - Long term................................       11,500
                                                                 --------------
         Total Other Assets.....................................       27,500

     Total Assets............................................... $     98,191
                                                                 ==============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

     Accrued Liabilities.........................................$      4,703
     Accounts Payable............................................      36,986
     Deferred Revenues...........................................       2,876
                                                                 --------------
         Total Current Liabilities...............................      44,565

Long-term Liabilities:
     Long-term Debt/Due to Related Parties.......................     177,476
                                                                 --------------
         Total Long-term Debt....................................     177,476

Stockholders' Deficit:
      Common stock, $.0001 par value; 600,000,000 shares
       authorized; 528,155,082 shares issued.....................         767
      Paid in Capital............................................     319,796
      Deficit Accumulated During the Development Stage...........    (444,413)
                                                                 --------------
           Total Stockholders' Equity............................    (123,850)

Total Liabilities & Stockholders' Deficit........................$     98,191
                                                                 ==============


                 See Accompanying Notes to Financial Statements.

                                        3
<PAGE>

                          ARCHER SYSTEMS LIMITED, INC.
                          (A Development Stage Company)

                 STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT

<TABLE>
<CAPTION>

                                                     Three Months            Three Months
                                                        Ended                   Ended                    Cumulative
                                                     October 31, 2000        October 31, 1999               From
                                                       (Unaudited)             (Unaudited)               Inception
                                                     ----------------        ----------------            -----------
<S>                                                  <C>                     <C>                         <C>
Revenues

    Revenue During Development Stage.................$            0          $            0              $       0
    Revenues - Consulting............................         4,312                       0                  8,624
                                                     ----------------        ----------------            -----------
          Total Revenues.............................         4,312                       0                  8,624

Expenses

     Fair Value of Rent and Administration
       Donated by Related Party......................         1,800                   1,800                 10,200

     General and Administrative Expenses.............       210,849                   5,867                438,958

     Interest Expense................................         1,860                     281                  4,079

        Total Expenses...............................       214,509                   7,948                453,237
                                                     ----------------        ----------------            -----------
Net Loss During Reactivation from Dormancy                 (210,197)                 (7,948)              (444,613)

Extraordinary Item
Sale of Operating Name
Computer Technology International, Inc...............             0                       0                    200
                                                     ----------------        ----------------            -----------
Net Loss After Extraordinary Item....................      (210,197)                 (7,948)              (444,413)

Accumulated Deficit - Beginning......................      (234,216)                (29,789)                     0
                                                     ----------------        ----------------            -----------
Accumulated Deficit - Ending.........................$     (444,413)         $      (37,737)             $(444,413)
                                                     ================        ================            ===========
Net Loss Per Share Before and After
  Extraordinary Item (Based on Shares
  Outstanding of 528,155,082 and
  520,496,750, respectively..........................$      (.00050)            $  (.000015)             $(.00050)
                                                     ================        ================            ===========
</TABLE>



                 See Accompanying Notes to Financial Statements.

                                        4
<PAGE>

                          ARCHER SYSTEMS LIMITED, INC.
                          (A Development Stage Company)

                 STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
<TABLE>
<CAPTION>


                                                     Six Months              Six Months
                                                        Ended                   Ended                    Cumulative
                                                     October 31, 2000        October 31, 1999               From
                                                       (Unaudited)             (Unaudited)               Inception
                                                     ----------------        ----------------            -----------
<S>                                                  <C>                     <C>                         <C>
Revenues

    Revenue During Development Stage.................$            0          $            0              $       0
    Revenues - Consulting............................         8,624                       0                  8,624
                                                     ----------------        ----------------            -----------
          Total Revenues.............................         8,624                       0                  8,624

Expenses

     Fair Value of Rent and Administration
       Donated by Related Party......................         3,600                   3,000                 10,200

     General and Administrative Expenses.............       268,443                  14,656                438,958

     Interest Expense................................         2,993                     281                  4,079
                                                     ----------------        ----------------            -----------
        Total Expenses...............................       275,036                  17,937                453,237

Net Loss During Reactivation from Dormancy                 (266,412)                (17,937)              (444,613)

Extraordinary Item
Sale of Operating Name
Computer Technology International, Inc...............             0                       0                    200
                                                     ----------------        ----------------            -----------
Net Loss After Extraordinary Item....................      (266,412)                (17,937)              (444,413)

Accumulated Deficit - Beginning......................      (178,001)                (19,800)                     0
                                                     ----------------        ----------------            -----------
Accumulated Deficit - Ending.........................$     (444,413)         $      (37,737)             $(444,413)
                                                     ================        ================            ===========
Net Loss Per Share Before and After
  Extraordinary Item (Based on Shares
  Outstanding of 528,155,082) and
  520,496,750, respectively..........................$      (.00050)         $     (.000034)             $ (.00050)
                                                     ================        ================            ===========
</TABLE>



                 See Accompanying Notes to Financial Statements.

                                        5
<PAGE>

                          ARCHER SYSTEMS LIMITED, INC.
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>

                                                     Six Months              Six Months
                                                        Ended                   Ended                    Cumulative
                                                     October 31, 2000        October 31, 1999               From
                                                       (Unaudited)             (Unaudited)               Inception
                                                     ----------------        ----------------            -----------
<S>                                                  <C>                     <C>                         <C>
Cash Flows From Operations:

Net Loss After Extraordinary Item....................$     (266,412)         $      (17,937)              (444,413)

Adjustments to Reconcile Net Increase to
  Net Cash Provided by Operations

Increase in Current Assets...........................       (19,000)                  3,010                (20,030)

Increase in Other Assets.............................       133,500                       -                (27,500)

Increase in Current Liabilities......................         4,729                   2,009                 44,565
                                                     ----------------        ----------------            -----------
Net Cash Used in Operations..........................       119,229                  (5,019)                (2,965)
                                                     ----------------        ----------------            -----------
                                                           (147,183)                (22,956)              (447,378)
                                                     ----------------        ----------------            -----------
Cash Flows from Financing Activities:

Issuance of Common Stock.............................        70,625                       -                320,563

Proceeds from Long-term Borrowings...................       126,493                  23,000                177,476
                                                     ----------------        ----------------            -----------

Net Cash Provided by Financing Activities                   197,118                  23,000                498,039

Net Increase (Decrease) in Cash......................        49,935                      44                 50,661

Cash Balance Beginning of Period.....................           726                       0                      0
                                                     ----------------        ----------------            -----------
Cash Balance End of Period...........................$       50,661          $           44              $  50,661
                                                     ================        ================            ===========
</TABLE>


                 See Accompanying Notes to Financial Statements.


                                        6
<PAGE>

                          ARCHER SYSTEMS LIMITED, INC.
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>

                                                     Six Months              Six Months
                                                       Ended                   Ended                     Cumulative
                                                     October 31, 2000        October 31, 1999               From
                                                       (Unaudited)             (Unaudited)               Inception
                                                     ----------------        ----------------            -----------
<S>                                                  <C>                     <C>                         <C>
Supplemental Disclosure of Cash Flow
   Information:

     Cash paid for Interest during Period............$        2,993          $          281              $   4,079
     Cash paid for Income Taxes......................$          260          $            0              $     260

Supplemental Schedule of Non-Cash
   Financing Activities:

     Debt and Other Liabilities converted
       to Common Stock...............................$       20,625          $            0              $  97,188


</TABLE>



                 See Accompanying Notes to Financial Statements.

                                        7
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS
                                October 31, 2000
                                   (Unaudited)

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.  The Company is also offering
         and providing various consulting services for companies in the Internet
         and Technology related fields.

         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  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.

                                        8
<PAGE>

     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.

     At the Annual  Meeting of  Shareholders,  held on November  16,  2000,  the
     shareholders approved an increase of the authorized shares from 600,000,000
     to 900,000,000 shares.

     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.

     On April 17, 2000,  the Company  issued  2,000,000  shares of the Company's
     common stock in exchange for 2,000,000  shares of NextNet.com,  Inc. common
     stock in the acquisition of NextNet from Mr. L. Weinstein. (See Note # 4)

                                        9
<PAGE>

     On May 18, 2000, the Company issued 100,000 shares of the Company's  common
     stock to an individual for services rendered.

     On May 18,  2000,  the Company  issued  4,307,692  shares of the  Company's
     common  stock to  acquire  an  equity  interest  in  INFe.com  as part of a
     Strategic Alliance Agreement with Archer Systems Limited, Inc.

     On July  13,  2000,  the  Company  issued  to an  officer  of the  Company,
     1,000,000 shares of the Company's common stock for services rendered.

     On October 24, 2000, the Company and INFe.com  mutually agreed to terminate
     their Strategic Alliance Agreement. The 4,307,692 shares issued to INFe.com
     have been returned to the Company and canceled.

     On October 26, 2000,  the Company,  pursuant to a private  placement  under
     section  4(2)  of the  Securities  Act of  1933,  as  amended,  sold to two
     investors for gross proceeds of $25,000 each,  1,666,666 shares each of the
     Company's Common Stock.

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.  $1,800
         was charged to rent expense  during the quarter ended October 31, 2000,
         and $3,600 for the six months ended October 31, 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.  As of
         October 31, 2000, these  shareholder  loans are recorded at $22,865 and
         $27,998 respectively.

     C.  During the quarter  ended July 31,  2000,  the Company'  president  and
         stockholder  and two  stockholder's  advanced to the  Company  $15,673,
         $31,347 and $1,000  respectively.  These loans are  represented by five
         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.  As of
         October 31,  2000,  these  shareholders  loans are recorded at $15,910,
         $31,615 and $1,015, respectively.

                                       10
<PAGE>

     D.  During the quarter ended  October 31, 2000 the Company's  president and
         stockholder  and two  stockholders  advanced  to the  Company  $43,500,
         $19,000 and $1,800  respectively.  These loans are  represented by five
         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 - 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  was to serve as President and
     Chief  Executive  Officer  of  the  subsidiary  during  the  term  of  this
     agreement.  During  the fiscal  year ended  April 30,  2000,  $155,000  was
     charged to a prepaid employment contract,  in connection with this exchange
     of stock,  and was to be expensed over the next five years.  In the quarter
     ended July 31, 2000, $7,750 was charged to amortization expense.

     On October 25, 2000,  the Company and Mr. L. Weinstein  mutually  agreed to
     terminate   Weinstein's   five-year   employment   contract  with  ArcusNet
     Corporation,   formally  known  as  NextNet.com,  Inc.  Mr.  Weinstein  has
     submitted his resignation as President and Chief  Executive  Officer of the
     subsidiary.  During the quarter ended October 31, 2000,  the balance of the
     prepaid  employment  contract  totaling  $147,250 was charged to consulting
     expense.

     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.  By the  agreement,  INFe.com  agreed to grant to
     Archer 300,000 of INFe.com's common stock, par value of $.001 per share. In
     exchange for the INFe.com shares, Archer agreed to grant INFe.com 4,307,692
     shares of the Company's common stock, par value $.001 per share.

     On October 24, 2000, the Company and INFe.com  mutually agreed to terminate
     the Strategic  Alliance Agreement entered into on May 18, 2000. The 300,000
     shares of INFe.com's  common stock was returned to INFe.com by the Company.
     The 4,307,692  shares of the Company's  common stock was returned to Archer
     Systems Limited, Inc. and canceled.

                                       11
<PAGE>

     On June 8, 2000,  Archer  Systems  Limited,  Inc.  entered into a financial
     advisory  services  agreement with  Superwire.com,  Inc.  ("Superwire"),  a
     publicly  traded  company  on the OTC Pink  Sheets.  The  Company,  by this
     agreement,  will assist  Superwire  in  developing  strategic  alliances by
     providing advisory services. The term of this agreement shall commence from
     the date above through  December 31, 2000. The Company received in the form
     of a retainer, 25,000 shares of Superwire common stock, par value $.001 per
     share.  The Superwire  shares are subject to Rule 144 of the Securities and
     Exchange Act of 1933, as amended.  No value has been assigned to the shares
     due to the  restriction  placed on the common  stock  received.  The market
     price of  Superwire  common stock on July 27,  2000,  the date  received by
     Archer was approximately $0.93.

Note 5 - Subsequent Events

     On October 6, 2000,  the  Company  formed a Delaware  corporation,  General
     Acquisition,  Inc. as a wholly  owned  subsidiary  ("Subsidiary"),  for the
     purpose of acquiring ComLinx,  Inc. through a statutory merger in which the
     Subsidiary is the surviving  corporation.  The  Subsidiary  has  50,000,000
     common shares, par value $.001, authorized and 5,000,000 common shares have
     been issued by the Subsidiary of the Company.  A merger  agreement  between
     the  subsidiary  and ComLinx  was  entered  into on November 8, 2000 and is
     subject to certain  conditions  before the merger  becomes  effective.  The
     conditions have not been met as of the filing of this report. ComLinx is in
     the business of offering  proprietary event marketing  applications such as
     online user conferences,  sales seminars, shareholder meetings, road shows,
     product launches, training sessions and virtual trade shows.

Item 2.

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.

     During the period from May 1, 1999 through  October 31,  2000,  the Company
acquired NextNet.Com,  Inc., whose name has been changed to ArcusNet Corporation
and developed a strategic  alliance with INFe.com,  which has been  subsequently
terminated.  Also,  the Company has entered into a financial  advisory  services
agreement with  Superwire.com,  Inc. and is in the process of acquiring ComLinx,
Inc., an event  marketing  applications  company.  To date,  the Company has had
minimal income from operations and operating expenses aggregating $444,413.  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.

                                       12
<PAGE>

     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 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.

REVENUES

     Revenues  for the quarter  and six months  ended  October 31, 2000  totaled
$4,312 and $8,324,  respectively.  These revenues were for  consulting  services
provided during the periods. There were no revenues recorded in the prior period
ending October 31, 1999.

RENT AND ADMINISTRATION

     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 and no formal  lease  exists.  The fair market  value of
donated rent and  administrative  costs assumed by the related party is $600 per
month and the Company has accrued three months of  expenditures  totaling $1,800
for the quarter  ending  October  31, 2000 and $3,600 for the six months  ending
October 31, 2000.  The rent  expense for the six months  ended  October 31, 1999
amounted to $3,000.

GENERAL AND ADMINISTRATIVE EXPENSES

     General and  administrative  expenses  for the quarter and six months ended
October  31, 2000  increased  by $204,982  and  $253,787 as compared  with these
expenses in the corresponding prior year periods. The increases were principally
due to financial public relations costs and the charging of a prepaid employment
contract to consulting services in the amount of $147,250.

INTEREST EXPENSE

     Interest  expense  for the quarter  and six months  ended  October 31, 2000
increased by $1,579 and $2,712, respectively,  as compared with interest expense
for the corresponding prior year periods.  The increases were principally due to
borrowing during the six months period and debt previously incurred in the prior
periods.

                                       13
<PAGE>

                         LIQUIDITY AND CAPITAL RESOURCES

     The Company's cash position was $50,661 as of October 31, 2000, as compared
with a balance of $44 as of October 31, 1999. Cash flows from activities  during
the six months ended  October 31, 2000 used cash of $147,183 due to the net loss
of $266,412 adjusted for an increase in current assets of $19,000, a decrease in
other assets of $133,500 and an increase in current liabilities of $4,729.

     The net cash provided by financing  activities  during the six months ended
October 31, 2000,  consisted of long-term  borrowings  totaling $126,493 and the
issuance of common stock  totaling  $70,625.  These  proceeds  funded  operating
activities during the six month period.

     During the next  twelve  months,  Archer  Systems  Limited,  Inc.  plans to
satisfy its cash requirements  through  additional debt and/or equity financing.
There can be no  assurance  that the Company will be  successful  in raising the
additional financing.

     As of the date of the filing of this report,  there were no commitments for
material capital expenditures.




PART II

Item 1.   Legal Proceedings.

          None

Item 2.   Changes in Securities.

          None

Item 3.   Defaults Upon Senior Securities.

          None

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

    (a)   The Annual Meeting of Shareholders was held on November 16, 2000.

    (b)   Richard  J.  Margulies  and  Walter  J.  Krzanowski  were  elected  as
          directors at the Annual Meeting.

    (c)   The  following  proposals  were voted upon at the meeting and the vote
          with respect to each matter was:

                                       14
<PAGE>

          (1) Election of directors

              NOMINEE                        FOR                     WITHHELD
              ---------------------------------------------------------------

              Richard J Margulies         324,808,825               1,081,315
              Walter J. Krzanowski        324,878,825               1,011,315

          (2) Resolution to approve  Amendment of Articles of  Incorporation  to
              increase  authorized  shares of Common Stock from  600,000,000  to
              900,000,000.

                          FOR:             320,723,609
                          AGAINST:           4,597,831
                          ABSTAIN:             568,700

    (d)   There was no proxy  contest,  so there was no  settlement  between the
          Company and any participant.

Item 5.   Other Information.

          None

Item 6.   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)

                                       15
<PAGE>

      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)

      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. (7)

      10.8    Copy of 6% Promissory Note Due March 9, 2002. (7)

      10.9    Copy of 6% Promissory Note Due March 20, 2002. (7)

      10.10   Copy of 6% Promissory Note Due April 9, 2002. (7)

      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. (7)

      10.13   Agreement  dated July 21, 2000  between  the Company and  ComLinx,
              Inc. (7)

      10.14   Agreement  dated July 22, 2000 between  ArcusNet  Corporation  and
              Cydoor Technologies, Inc. (7)

      10.15   Copy of 6% Promissory Note Due April 11, 2002 (8)

      10.16   Copy of 6% Promissory Note Due April 30, 2002 (8)

      10.17   Copy of 6% Promissory Note Due May 4, 2002 (8)

                                       16
<PAGE>

      10.18   Copy of 6% Promissory Note Due May 29, 2002 (8)

      10.19   Copy of 6% Promissory Note Due June 12, 2002 (8)

      10.20   Copy of 6% Promissory Note Due June 13, 2002 (8)

      10.21   Copy of 6% Promissory Note Due June 15, 2002 (8)

      10.22   Copy of 6% Promissory Note Due July 30, 2002 (8)

      10.23   Copy of 6% Promissory Note Due July 30, 2002 (8)

      10.24   Copy of 6% Promissory Note Due August 17, 2002

      10.25   Copy of 6% Promissory Note Due September 21, 2002

      10.26   Copy of 6% Promissory Note Due October 19, 2002

      10.27   Copy of 6% Promissory Note Due October 22, 2002

      10.28   Copy of 6% Promissory Note Due October 29, 2002

      21      Subsidiaries of the Company

      27      Financial Data Schedule
      _____________

      (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.

                                       17
<PAGE>

      (7)     Filed as an exhibit to the  Company's  Form 10-KSB  filed July 31,
              2000 and incorporated herein by this reference.

      (8)     Filed as an exhibit to the  Company's  Form 10QSB filed  September
              13, 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.

              A Form 8-K/A was filed on June 14,  2000  disclosing  in Item 7 an
              exhibit  (proforma  balance  sheet)  in  regard  to the  Strategic
              Alliance Agreement with INFe.com.

                                       18
<PAGE>

                                   SIGNATURES



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



Dated: December 15, 2000


ARCHER SYSTEMS LIMITED, INC.


By:/s/Richard J. Margulies
--------------------------
      Richard J. Margulies
      President


By:/s/Walter J. Krzanowski
--------------------------
      Walter J. Krzanowski
      Secretary/Treasurer

                                        19
<PAGE>

                                  EXHIBIT INDEX

Exhibit No     Description                                                 Page

10.24          Copy of 6% Promissory Note Due August 17, 2002................2

10.25          Copy of 6% Promissory Note Due September 21, 2002.............3

10.26          Copy of 6% Promissory Note Due October 19, 2002...............4

10.27          Copy of 6% Promissory Note Due October 22, 2002...............5

10.28          Copy of 6% Promissory Note Due October 29, 2002...............6

21             Subsidiaries of the Company.................................. 7

                                        1