U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-QSB/A
                                 Amendment No. 2

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

                   For the fiscal quarter ended July 31, 1999

                         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 8, 1999, 520,496,750 shares of the Common Stock
                                were outstanding.


<PAGE>

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

                                Form 10-QSB Index
                                  July 31, 1999

                                     PART I


                                                                          Page
 ..........................................................................Number

Item 1.  Financial Statements (Unaudited):

         Balance Sheet at July 31, 1999....................................   3

         Statements of Operations and Accumulated Deficit for the quarter
         ended July 31, 1999 and the year ended April 30, 1999.............   4

         Statements of Cash Flows for the quarter
         ended July 31, 1999 and the year ended April 30, 1999.............   5

         Notes to Financial Statements.....................................   6


Item 2.  Management's Discussion and Analysis or Plan of Operations........   8


                                     PART II


Item 1.  Legal Proceedings.................................................   9

Item 2.  Changes in Securities.............................................   9

Item 3.  Defaults Upon Senior Securities...................................   9

Item 4.  Submission of Matters to a Vote of Security Holders...............  10

Item 5.  Other Information.................................................  10

Item 6.  Exhibits and Reports on Form 8-K..................................  10

Signatures.................................................................  12

                                       2

PAGE>

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

                                  BALANCE SHEET
                                  July 31, 1999
                                   (Unaudited)


                                     ASSETS

                                                                  July 31, 1999
                                                                  -------------
Current Assets:

     Cash......................................................   $         145
                                                                  --------------

         Total Current Assets...................................            145
                                                                  ==============

                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities:
     Accrued Rent and Administration
       Related Party..........................................    $       1,200

Accounts Payable..............................................           21,234
                                                                  --------------


         Total Current Liabilities............................           22,434
                                                                  --------------
Long-term Liabilities:
     Long-term Debt...........................................            7,500
                                                                  --------------
         Total long-term Debt.................................            7,500
                                                                  --------------
Stockholders' Deficit:
     Common stock, $.0001 par value; 600,000,000 shares
       authorized; 520,496,750 shares issued ($52,050 less
       par in excess of capital $52,050)......................                0

         Deficit Accumulated During the Development Stage......         (29,789)
                                                                  --------------
     Total Liabilities & Stockholder's Deficit.................   $         145
                                                                  ==============

See Accountants' Report and Notes to Financial Statements.

                                       3

<PAGE>


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

                 STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT

<TABLE>
<CAPTION>


                                                 Cumulative      Quarter Ended    Year Ended
                                                 From            July 31, 1999    April 30, 1999
                                                 Inception         (Unaudited)      (Audited)
                                                 -----------     -------------    --------------
<S>                                              <C>             <C>              <C>



Income

Revenue During Development Stage.................$         0     $            0   $          0

Expenses
Fair Value of Rent and Administration
  Donated by Related Party.......................      1,200              1,200              0

General and Administrative Expenses..............     28,789              8,789         20,000
                                                      ------            --------       --------


Net Loss During Reactivation from Dormancy.......    (29,989)            (9,989)       (20,000)

Extraordinary Item
     Sale of Operating Name
     Computer Technology International, Inc.             200                  0            200
                                                      ------            --------       --------

Net Loss After Extraordinary Item                    (29,789)            (9,989)       (19,800)
                                                      ------           --------        --------

Accumulated Deficit - Beginning..................          0            (19,800)             0
                                                      ------           --------        --------
Accumulated Deficit - Ending.....................    (29,789)           (29,789)       (19,800)
                                                     ========          ========        ========
Net Loss Per Share After
  Extraordinary Item (Based on Shares
  Outstanding of 520,496,750)................... $  (.000019)    $     (.000019)      (.000038)
                                                    ========           ========       ========
</TABLE>

See Accountants' Report and Notes to Financial Statements.

                                       4
<PAGE>



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

                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>


                                                  Cumulative    Quarter Ended    Year Ended
                                                  From          July 31, 1999    April 30, 1999
                                                  Inception      (Unaudited)       (Audited)
                                                  ------------  --------------   --------------
<S>                                               <C>           <C>              <C>

Cash Flows From Operations:

Net Loss After Extraordinary................      $    (29,789)  $      (9,989)  $     (19,800)
Adjustments to Reconcile Net Increase to
  Net Cash Provided by Operations

Increase in Current Assets..................                 0             200            (200)

Increase in Current Liabilities.............            22,434           2,434          20,000
                                                        -------          -------       -------
Net Cash Used in Operations.................             7,355           7,355               0


Cash Flows from Financing Activities:

Proceeds from Long-term Borrowings...........            7,500            7,500              0
                                                        -------          -------       -------
Net Cash Provided by Financing Activities.......         7,500            7,500              0

Net Increase (Decrease) in Cash.............               145              145              0

Cash Balance Beginning of Year..............                 0                0              0
                                                        -------          -------       -------
Cash Balance End of Year....................      $        145   $          145  $           0
                                                        =======          =======       =======
</TABLE>


See Accompanying Notes to Financial Statements.

                                       5

<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS
                                  July 31, 1999
                                   (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
          the name of Computer Technology  International,  Inc. to an individual
          for $200.

          Archer  Systems  Limited,  Inc.  intends to  acquire,  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 has not
          submitted any proposals for potential acquisition.

          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.   The  preparation of the unaudited  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.

                                       6
<PAGE>

          It is recommended  that the unaudited  financial  statements and notes
          thereto  in this  Report  be read in  conjunction  with the  financial
          statements  and notes thereto in the  Company's  Form 10-SB/A filed on
          September 10, 1999.

     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 predecessor 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.   Since Archer Systems Limited,  Inc. is considered to be in development
          stage,  there is no prior period  comparison due to no activity and/or
          transactions for the three months ended July 31, 1998.

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 increase in
          authorized  shares  was  ratified  by  the  majority  stockholder  and
          directors on December 14, 1998.

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

Note 3 - Related Party Sublease and Administration

          As of June 1, 1999,  the Company now 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 assumed by GRQ  Financial,  Inc. are  represented by the related
          party to accrue at $600 per month.

Note 4 - Long-term Debt

          On June 9, 1999 and July 1, 1999 the Company issued  promissory  notes
          to  a  lender  for  the   principal   amounts  of  $2,500  and  $5,000
          respectively,  both at an  annual  interest  rate of 6% and due in two
          years from the date of issuance.

                                       7
<PAGE>

Item 2.

           Management's Discussion and Analysis or Plan of Operations

     The Company is considered to be in the development  stage as defined in the
Statement of Financial  Accounting  Standards ("FASB") No. 7. There have been no
operations since the date of incorporation.  There is no prior period comparison
due to no activity and/or transactions for the three months ended July 31, 1998.

     Management  believes  it  will be able to  satisfy  its  cash  requirements
through debt financing and sales of equity through private placements during the
next twelve months.  However, there can be no assurance that the Company will be
able to raise the financing required.

     The  Company  intends to  acquire,  develop  and/or  operate  Internet  and
Technology  related companies through majority owned  subsidiaries or investment
in other Internet companies through venture capital arrangements.  If successful
in  such  acquisition  program,  the  number  of  employees  would  increase  in
proportion to the companies  acquired.  At the present time, the Company has not
submitted any proposals for potential acquisition.

     In the  next  twelve  months,  the  Company  plans  to  seek  out  business
opportunity  candidates.  To date, the Company has not undertaken any efforts to
locate business opportunity  candidates.  The Company believes that this plan of
operations can be conducted  through the efforts of its current officer and will
not  require  any  additional  funds.  The  Company  anticipates  that  business
opportunities  will be  available  to it through the  contacts of the  Company's
President.  The Company  anticipates that the investigation of specific business
opportunities   and  the   negotiation,   drafting  and  execution  of  relevant
agreements,  and other  instruments  will be done by the  President or under his
direction.  The Company plans to investigate,  to the extent believed reasonable
by it, such  potential  business  opportunities.  Due to the  Company's  limited
experience and resources in business  analysis,  the Company may not discover or
adequately evaluate adverse facts about a potential business opportunity.

     Inasmuch as the Company  will have no funds  available  to it in its search
for business  opportunities,  the Company will not be able to expend significant
funds  on  a  complete  and  exhaustive   investigation  of  potential  business
opportunities.  The Company  anticipates  that it will incur nominal expenses in
the implementation of its business plan described herein. Loans in the amount of
$7,500 have been  obtained  from a third party to cover  certain  administrative
expenses.

     To date,  the Company has not  developed  any criteria for the selection of
business  opportunities,  and the Company may not develop  such  criteria in the
future.  The  Company  cannot  assure it will be able to  ultimately  effect any
business opportunity, successfully integrate any business into its operations or
otherwise successfully develop its operations.

REVENUES

     The  Company  does not have an  operating  business  so that  there  are no
revenues to be accounted for.

                                       8
<PAGE>


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 two months of expenditures.

GENERAL AND ADMINISTRATIVE EXPENSES

     General and  administrative  expenses  for the quarter  ended July 31, 1999
amounted to $8,789.  Expenses for the year ended April 30, 1999 totaled  $20,000
resulting from Audit Fees.  Cumulative expenses since inception total $28,789.


                         LIQUIDITY AND CAPITAL RESOURCES

     The Company's  cash position was $145 as of July 31, 1999, as compared with
a zero balance as of year end April 30, 1999. Cash flows from activities  during
the three month's ended July 31, 1999 used cash of $7,355 due to the net loss of
$9,989  adjusted  for an increase  in current  assets of $200 and an increase in
current liabilities of $2,434.

     The net cash provided by financing activities during the three months ended
July 31, 1999, consisted of long-term borrowings totaling $7,500. These proceeds
funded operating activities during the quarter.

     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

                                       9
<PAGE>


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

                  None

Item 5.           Other Information.

                  None

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

                  (a)  Exhibits

     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,  or a registration  statement  effective under
the  Securities  Act of  1933,  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

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

3(a)(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(a)(2)           Certificate of Amendment of the Certificate of
                  Incorporation of Archer Systems Limited, Inc.
                  filed with the Secretary of State Division of
                  Corporation on February 22, 1999. (1)

3(a)(3)           Certificate of Correction to Certificate of
                  Amendment of the Certificate of Incorporation
                  of Archer Systems Limited Inc. filed February 22,
                  1999 with the Secretary of State Division of
                  Corporations. (1)

3(b)              Copy of the by-laws of the Company. (1)

4(a)              Specimen Stock Certificate. (1)

10(a)             Copy of 6% Promissory Note Due June 30, 2001.

10(b)             Copy of 6% Promissory Note Due June 8, 2001.

                                      10
<PAGE>


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.

     (b) Reports on Form 8-K. None.

                                      11



                                   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 8, 1999


ARCHER SYSTEMS LIMITED, INC.


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


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



                                      12
<PAGE>




                                 EXHIBIT INDEX

Exhibit No     Description                                 Page

10(a)          Copy of 6% Promissory Note Due                2
               June 30, 2001


10(b)          Copy of 6% Promissory Note Due                3
               June 8, 2001



                                       1