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 January 31, 2001

                         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 March 14, 2001, 535,655,082 shares of the Common Stock were outstanding.
<PAGE>

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

                                Form 10-QSB Index

                                January 31, 2001

                                     PART I
<TABLE>
<CAPTION>

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

              Balance Sheets at January 31, 2001 and January 31, 2000......................................3

              Statements of Operations and Accumulated Deficit for the quarter
              ended January 31, 2001 and January 31, 2000 and cumulative
              since inception to January 31, 2001..........................................................4

              Statements of Operations and Accumulated Deficit for the nine
              months ended January 31, 2001 and January 31, 2000 and cumulative
              since inception to January 31, 2001..........................................................5

              Statements of Cash Flows for the nine months ended January 31, 2001
              and January 31, 2000 and cumulative since inception to January 31, 2001......................6

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


Item 2.       Management's Discussion and Analysis or Plan of Operations..................................13

                                                                PART II

Item 1.       Legal Proceedings...........................................................................15

Item 2.       Changes in Securities.......................................................................15

Item 3.       Defaults Upon Senior Securities.............................................................15

Item 4.       Submission of Matters to a Vote of Security Holders.........................................15

Item 5.       Other Information...........................................................................16

Item 6.       Exhibits and Reports on Form 8-K............................................................16

Signatures    ............................................................................................20
</TABLE>
                                        2
<PAGE>

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

                                 BALANCE SHEETS
                                January 31, 2001
                                   (Unaudited)

                                     ASSETS
<TABLE>
<CAPTION>

                                                                    January 31, 2001               January 31, 2000
                                                                    ----------------               ----------------
<S>                                                                 <C>                            <C>
Current Assets:
     Cash.........................................................  $        236                   $        149
     Notes Receivable.............................................        67,660                          1,410
                                                                    ----------------               ----------------
     Total Current Assets.........................................        67,896                          1,559
                                                                    ----------------               ----------------
Property, Plant & Equipment
     Leasehold Improvements:......................................         4,455                              0
                                                                    ----------------               ----------------
     Total Property, Plant & Equipment............................         4,455                              0
                                                                    ----------------               ----------------
Other Assets:
         Deposits.................................................        16,000                              0
         Investments - Long term..................................        11,500                              0
                                                                    ----------------               ----------------
         Total Other Assets.......................................        27,500                              0
                                                                    ----------------               ----------------
Total Assets......................................................  $     99,851                   $      1,559
                                                                    ================               ================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
     Accrued Liabilities..........................................  $      6,503                    $       661
     Accounts Payable.............................................        72,837                         21,746
                                                                    ----------------               ----------------
     Total Current Liabilities....................................        79,340                         22,407
                                                                    ----------------               ----------------
Long-term Liabilities:
     Long-term Debt/Due to Related Parties........................       163,120                         24,600
                                                                    ----------------               ----------------
     Total Long-term Debt.........................................       163,120                         24,600
                                                                    ----------------               ----------------
Stockholders' Deficit:
      Common stock, $.0001 par value; 900,000,000 shares
       authorized; 535,655,082 and 520,496,750 shares issued.1,951             0
      Paid in Capital.............................................       477,862                              0
      Deficit Accumulated During the Development Stage............      (622,422)                       (45,448)
                                                                    ----------------               ----------------
      Total Stockholder's Equity..................................      (142,609)                       (45,448)
                                                                    ----------------               ----------------
      Total Liabilities & Stockholder's Deficit...................  $     99,851                      $   1,559
                                                                    ================               ================
</TABLE>

                 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
                                                     January 31, 2001           January 31, 2000               From
                                                       (Unaudited)                (Unaudited)               Inception
                                                     ----------------           ----------------         --------------
<S>                                                  <C>                        <C>                      <C>
Revenues

     Revenue During Development Stage............... $          0               $          0             $          0
     Revenues - Consulting..........................        2,876                          0                   11,500
                                                     ----------------           ----------------         --------------
          Total Revenues............................        2,876                          0                   11,500
                                                     ----------------           ----------------         --------------
Expenses

     Fair Value of Rent and Administration
     Donated by Related Party.......................        1,800                      1,800                   12,000
     General and Administrative Expenses............       177,666                     5,531                  616,624
                                                     ----------------           ----------------         --------------
        Total Operating Expenses....................       179,466                     7,331                  628,624
                                                     ----------------           ----------------         --------------
Other Income & (Expense)
     Interest Income................................           631                         0                      631
     Interest Expense...............................        (2,049)                     (380)                  (6,128)
                                                     ----------------           ----------------         --------------
        Total Other Income & (Expense)..............        (1,418)                     (380)                  (5,497)
                                                     ----------------           ----------------         --------------
Net Loss During Reactivation from Dormancy..........      (178,008)                   (7,711)                (622,621)

Extraordinary Item
Sale of Operating Name
Computer Technology International, Inc..............             0                         0                      200
                                                     ----------------           ----------------         --------------
Net Loss After Extraordinary Item...................      (178,008)                   (7,711)                (622,421)
                                                     ----------------           ----------------         --------------
Accumulated Deficit - Beginning.....................      (444,413)                  (37,737)                       0
                                                     ----------------           ----------------         --------------
Accumulated Deficit - Ending........................ $    (622,421)             $    (45,448)            $   (622,421)
                                                     ================           ================         ==============
Net Loss Per Share Before and After
  Extraordinary Item (Based on Shares
  Outstanding of 535,655,082 and
  520,496,750, respectively......................... $     (.00033)             $    (.00002)            $    (.00116)
                                                     ================           ================         ==============
</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>

                                                     Nine Months                Nine Months
                                                        Ended                       Ended                   Cumulative
                                                     January 31, 2001           January 31, 2000               From
                                                       (Unaudited)                (Unaudited)               Inception
                                                     ----------------           ----------------         --------------
<S>                                                  <C>                        <C>                      <C>
Revenues

    Revenue During Development Stage................ $           0              $          0             $          0
    Revenues - Consulting...........................        11,500                         0                   11,500
                                                     ----------------           ----------------         --------------
          Total Revenues............................        11,500                         0                   11,500
                                                     ----------------           ----------------         --------------
Expenses

     Fair Value of Rent and Administration
     Donated by Related Party.......................         5,400                     4,800                   12,000
     General and Administrative Expenses............       446,109                    20,187                  616,624
                                                     ----------------           ----------------         --------------
        Total Operating Expenses....................       451,509                    24,987                  628,624
                                                     ----------------           ----------------         --------------
Other Income & (Expense)

     Interest Income................................           631                         0                      631
     Interest Expense ..............................        (5,042)                     (661)                  (6,128)
                                                     ----------------           ----------------         --------------
         Total Other Income & (Expense).............        (4,411)                     (661)                  (5,497)
                                                     ----------------           ----------------         --------------
Net Loss During Reactivation from Dormancy                (444,420)                  (25,648)                (622,621)

Extraordinary Item
Sale of Operating Name
Computer Technology International, Inc..............             0                         0                      200
                                                     ----------------           ----------------         --------------
Net Loss After Extraordinary Item...................      (444,420)                  (25,648)                (622,421)
                                                     ----------------           ----------------         --------------
Accumulated Deficit - Beginning.....................      (178,001)                  (19,800)                       0
                                                     ----------------           ----------------         --------------
Accumulated Deficit - Ending........................ $    (622,421)             $    (45,448)            $   (622,421)
                                                     ================           ================         ==============
Net Loss Per Share Before and After
  Extraordinary Item (Based on Shares
  Outstanding of 535,655,082) and
  520,496,750, respectively......................... $     (.00084)             $    (.00005)            $    (.00116)
                                                     ================           ================         ==============
</TABLE>

                 See Accompanying Notes to Financial Statements.

                                        5
<PAGE>

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

                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>

                                                     Nine Months                Nine Months
                                                        Ended                      Ended                    Cumulative
                                                     January 31, 2001           January 31, 2000               From
                                                       (Unaudited)                (Unaudited)               Inception
                                                     ----------------           ----------------         --------------
<S>                                                  <C>                        <C>                      <C>
Cash Flows From Operations:

Net Loss After Extraordinary Item................... $    (444,420)             $    (25,648)            $   (622,421)

Adjustments to Reconcile Net Increase to
  Net Cash Provided by Operations

Increase in Current Assets..........................       (66,631)                    1,210                  (67,661)

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

Increase in Current Liabilities.....................        39,504                    (2,407)                  79,340
                                                     ----------------           ----------------         --------------
Net Cash Used in Operations.........................       106,373                     1,197                  (15,821)
                                                     ----------------           ----------------         --------------
                                                          (338,047)                  (24,451)                (638,242)
                                                     ----------------           ----------------         --------------
Cash Flows from Investing Activities:

Leasehold Improvements..............................        (4,455)                        -                   (4,455)
                                                     ----------------           ----------------         --------------
                                                            (4,455)                        -                   (4,455)
                                                     ----------------           ----------------         --------------
Cash Flows from Financing Activities:

Issuance of Common Stock............................       229,875                         -                  479,813

Proceeds from Long-term Borrowings..................       112,137                    24,600                  163,120
                                                     ----------------           ----------------         --------------

Net Cash Provided by Financing Activities                  342,012                    24,600                  642,933
                                                     ----------------           ----------------         --------------
Net Increase (Decrease) in Cash.....................          (490)                      149                      236

Cash Balance Beginning of Period....................           726                         0                        0
                                                     ----------------           ----------------         --------------
Cash Balance End of Period.......................... $         236              $        149             $        236
                                                     ================           ================         ==============
</TABLE>


                 See Accompanying Notes to Financial Statements.

                                        6
<PAGE>

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

                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>

                                                     Nine Months                Nine Months
                                                        Ended                      Ended                    Cumulative
                                                     January 31, 2001           January 31, 2000               From
                                                       (Unaudited)                (Unaudited)               Inception
                                                     ----------------           ----------------         --------------
<S>                                                  <C>                        <C>                      <C>
Supplemental Disclosure of Cash Flow
   Information:

     Cash paid for Interest during Period........... $       5,042              $        661             $      6,128
     Cash paid for Income Taxes..................... $         260              $          0             $        260

Supplemental Schedule of non-cash
   Financing Activities:

     Debt and Other Liabilities converted
       to Common Stock.............................. $     114,875              $          0             $    191,438

</TABLE>






                 See Accompanying Notes to Financial Statements.

                                        7
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS
                                January 31, 2001
                                   (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 - Notes Receivable

     Notes receivable  consists of five (5) interest  earning demand  promissory
notes due from ComLinx,  Inc. totaling $66,000. The interest rate on these notes
is 5.35% per annum. The following is a schedule of the notes:

                  Date                               Amount
                  --------------------------------------------
                  October 26, 2000                    $  2,000
                  October 26, 2000                      17,000
                  November 10, 2000                     20,000
                  November 22, 2000                     17,000
                  December 26, 2000                     10,000
                  --------------------------------------------
                                                       $66,000

     Interest income in the amount of $631 for the quarter ending  January,  31,
2001 has been recorded on the accompanying financial statements.

Note 3 - 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.

                                        9
<PAGE>

     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)

     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.

     On January  2,  2001,  the  Company  issued to an  officer of the  Company,
5,000,000 shares of the Company's common stock for services rendered.

     On January  3,  2001,  the  Company  issued to an  officer of the  Company,
2,500,000 shares of the Company's common stock for services rendered.

Note 4 - 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 January 31, 2001,  and
        $5,400 for the nine months ended January 31, 2001.

                                       10
<PAGE>

     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.   In
        November, 2000, the loan advanced by the president of the Company in the
        amount of $22,865 was paid down.  As of January 31, 2001,  the remaining
        shareholder loan was recorded at $28,420.

     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.   In
        November, 2000, the loan advanced by the president of the Company in the
        amount of $15,910 was paid down.  As of January 31, 2001,  the remaining
        shareholder loans were recorded at $32,081 and $1,030, respectively.

     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.   In
        November, 2000, the load advanced by the president of the Company in the
        amount of $43,500 was paid down by $7,075  leaving a balance of $33,125.
        As of January  31,  2001,  these  shareholders  loans were  recorded  at
        $37,213, $19,286 and $1,830 respectively.

     E. During the quarter ended January 31, 2000,  the Company's  president and
        stockholder and two stockholders advanced to the Company $2,000, $17,445
        and $10,000  respectively.  These loans are represented by four separate
        notes, are unsecured and carry annual interest rate of 6%.  Accordingly,
        these  shareholder  load are recorded as  long-term  debt due to related
        parties in the accompanying financial statements.


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 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.

                                       11
<PAGE>

     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.

     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.

     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  were not met and the  company
elected,  on January 11,2001,  to terminate the agreement.  During the course of
the Company's efforts to complete the transaction, the Company advanced ComLinx,
Inc.  $66,000  and  these  amounts  are  recorded  as  notes  receivable  in the
accompanying  financial  statements.  On  February  16,  2001,  these notes were
cancelled  in  settlement  of all  disputes  and  obligations  that have existed
between the Company and ComLinx, Inc.

                                       12
<PAGE>

Item 2.

Management's Discussion and Analysis or Plan of Operation.

Plan of Operations

     From 1986 until  January  31,  2001,  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  January 31,  2001,  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 entered into the process of acquiring
ComLinx, Inc., an event marketing applications company. On January 11, 2001, the
Company  elected to terminate the  transaction  with ComLinx,  Inc. To date, the
Company  has  had  minimal  income  from   operations  and  operating   expenses
aggregating  $634,121.  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 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.

                                       13
<PAGE>

REVENUES

     Revenues  for the quarter and nine months  ended  January 31, 2001  totaled
$2,876 and $11,500,  respectively.  These revenues were for consulting  services
provided during the periods. There were no revenues recorded in the prior period
ending January 31, 2000.

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  January 31, 2001 and $5,400 for the nine months  ending
January 31, 2001.  The rent  expense for the nine months ended  January 31, 2000
amounted to $4,800.

GENERAL AND ADMINISTRATIVE EXPENSES

     General and  administrative  expenses for the quarter and nine months ended
January  31, 2001  increased  by $172,135  and  $425,922 as compared  with these
expenses in the corresponding prior year periods. The increases were principally
due to professional fees ($96,262),  financial public relations costs ($57,676),
stock fees and annual meeting  expenses  ($47,345) and the charging of a prepaid
employment contract to consulting services in the amount of $147,250.

INTEREST INCOME

     Interest  income for the quarter and nine  months  ending  January 31, 2000
totaled  $631.  The  interest  income  was the  result of monies  advanced  to a
potential  acquisition  during the current  quarter as recorded with  promissory
notes with an interest rate of 5.35%.

INTEREST EXPENSE

     Interest  expense for the quarter  and nine months  ended  January 31, 2001
increased by $1,669 and $4,381  respectively,  as compared with interest expense
for the corresponding prior year periods.  The increases were principally due to
borrowing  during the nine  months  period and debt  previously  incurred in the
prior periods.


                         LIQUIDITY AND CAPITAL RESOURCES

     The  Company's  cash  position was $236 as of January 31, 2001, as compared
with a balance of $149 as of January 31, 2000. Cash flows from activities during
the six months ended  January 31, 2001 used cash of $308,047 due to the net loss
of $444,420 adjusted for an increase in current assets of $66,631, a decrease in
other assets of $133,500 and an increase in current liabilities of $39,504.

                                       14
<PAGE>

     The net cash used from  investing  activities  during the nine months ended
January 31, 2001 was $4,455 for leasehold improvements.

     The net cash provided by financing  activities during the nine months ended
January 31, 2001,  consisted of long-term  borrowings  totaling $112,137 and the
issuance of common stock  totaling  $229,875.  These proceeds  funded  operating
activities during the nine 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:

           (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

                                       15
<PAGE>

           (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.

         On January 2, 2001, Peter Rona was appointed Chief Executive Officer of
         the Company by the Board of Directors.

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)

   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)

                                       16
<PAGE>

   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)

   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)

                                       17
<PAGE>

   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 (9)

   10.25   Copy of 6% Promissory Note Due September 21, 2002 (9)

   10.26   Copy of 6% Promissory Note Due October 19, 2002 (9)

   10.27   Copy of 6% Promissory Note Due October 22, 2002 (9)

   10.28   Copy of 6% Promissory Note Due October 29, 2002 (9)

   10.29   Copy of 5.35% Demand  Promissory  Note due from Comlinx,  Inc.  dated
           October 26, 2000.

   10.30   Copy of 5.35% Demand  Promissory  Note due from Comlinx,  Inc.  dated
           October 26, 2000.

   10.31   Copy of 5.35% Demand  Promissory  Note due from Comlinx,  Inc.  dated
           November 10, 2000.

   10.32   Copy of 5.35% Demand  Promissory  Note due from Comlinx,  Inc.  dated
           November 22, 2000.

   10.33   Copy of 5.35% Demand  Promissory  Note due from Comlinx,  Inc.  dated
           December 26, 2000.

   10.34   Copy of 6% Note Due January 30, 2003

   10.35   Copy of 6% Note Due January 30, 2003

   21      Subsidiaries of the Company

   ---     --------------------------------------------------------------------

   (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.

                                       18
<PAGE>

   (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.

   (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.

   (9)     Filed as an exhibit to the  Company's  Form 10QSB filed  December 15,
           2000 and is 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.

                                       19
<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: March 20, 2000


ARCHER SYSTEMS LIMITED, INC.


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


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

                                       20
<PAGE>

                                 EXHIBIT INDEX

Exhibit No     Description                                                 Page

10.29          Copy of 5.35% Demand Promissory Note Due from Comlinx,
               Inc. dated October 26, 2000...................................2

10.30          Copy of 5.35% Demand Promissory Note Due from Comlinx,
               Inc. dated October 26, 2000...................................3

10.31          Copy of 5.35% Demand Promissory Note Due from Comlinx,
               Inc. dated November 10, 2000..................................4

10.32          Copy of 5.35% Demand Promissory Note Due from Comlinx,
               Inc. dated November 22, 2000..................................5

10.33          Copy of 5.35% Demand Promissory Note Due from Comlinx,
               Inc. dated December 26, 2000..................................6

10.34          Copy of 6% Promissory Note Due January 30, 2003...............7

10.35          Copy of 6% Promissory Note Due January 30, 2003...............8

21             Subsidiaries of the Company.................................. 9

                                        1