UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933


                                  ASDAR Group
            (Exact name of Registrant as specified in its charter)

            Nevada                                          88-0195105
(State or other jurisdiction of                   (IRS Employer Identification
 incorporation or organization)                       Identification number)

                       1239 West Georgia Street, Suite 3004
                             Vancouver, B.C.  V6E 4R8
                                  888-488-6882
      (Address, including zip code, and telephone numbers, including area code)


------------------------------------------------------------------------------
                        CALCULATION OF REGISTRATION FEE                      |
------------------------------------------------------------------------------
                  |              |  Proposed   |  Proposed    |              |
Title of          |              |  maximum    |  maximum     |              |
each class        |  Amount      |  offering   |  aggregate   | Amount of    |
of securities     |  to be       |  price per  |  offering    | registration |
to be registered  | registered(1)|  share(2)   |  price(2)    | fee          |
------------------|--------------|-------------|--------------|--------------|
Common Stock, (1) |  916,108     |  $0.34      |  $311,477    | $82.23       |
                  |              |             |              |              |
------------------|--------------|-------------|--------------|--------------|


(1)     This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan being registered pursuant to
this Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the receipt
of consideration which results in an increase in the number of the Registrant's
outstanding shares of Common Stock.

(2)     This estimate is made pursuant to Rule 457(c) and (h) under the
Securities Act, solely for the purposes of determining the registration fee
based on the average of the bid and asked prices of the Registrant's Shares as
reported on the OTC Bulletin Board on February 15, 2001.

(3)     The amount to be registered includes shares to be issued pursuant to
the grant of incentive awards under the ASDAR Group 2001 Stock Incentive/Option
Plan.

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange Commission ("the
Commission") are hereby incorporated by reference:

1. The registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000.

2. The registrant's Quarterly Report on Form 10-QSB for the quarter ended March
31, 2001.

3. The registrant's Quarterly Report on Form 10-QSB for the quarter ended June
30, 2001.

4. The registrant's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2001.

All other documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modifies or superseded for the
purpose of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document which also is, or deemed to be,
incorporated herein by reference modifies or supersedes such statement.  Any
statement so modified or superseded, shall not be deemed except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

                    Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                    Not Applicable.

ITEM 6. INDEMNIFIATION OF DIRECTORS AND OFFICERS.

        Nevada law permits a company to indemnify its directors and officers,
except for any act of dishonest.  ASDAR Group (ASDAR) has provided in its By-
Laws that the directors and officers of ASDAR will be indemnified and secured
harmless to the full extent permitted by law out of the assets of ASDAR from
and against all actions, costs, chares, losses, damages and expenses incurred
by reason of any act done, concurred in or omitted in or about the execution of
their duties or supposed duties, other than in the case of any fraud or
dishonesty.  In addition, ASDAR has provided in its By-Laws that each
shareholder of ASDAR agrees to waive any claim or right of action, individually
or in the right of ASDAR against any director or officer of ASDAR on account of
any action taken by such director or officer.

        Nevada law also permits ASDAR to purchase insurance for the benefit of
its directors and officers against any liability incurred by them for the
failure to exercise the requisite care, diligence and skill in the exercise of
their power and the discharge of their duties, or indemnifying them in respect
of any loss arising or liability incurred by them by reason of negligence,
default, breach of duty or breach of trust.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                    Not Applicable.

ITEM 8. EXHIBITS.

 4.1 Option Plan as amended to date.

 5.1 Opinion of Michael S. Krome, P.C.

24.1 Powers of Attorney.

24.2 Consent of Michael S. Krome, P.C. (included in Exhibit 5.1)

ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers of sales are being made a post
effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the
registration statement.

(2) That, for purposes of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be he initial bona fide offering
thereof; and

(3) To remove from registration by means of post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.

The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

        Insofar as the indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
it is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the
Registrant in a successful defense of any action, suit or proceeding) is
asserted by such director, officer, or controlling person in connection with
securities being registered hereunder, the Registrant will, unless in the
opinion of counsel the question has already been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

        Pursuant to the requirement of the Securities Act of 1933, the
Registrant, ASDAR Group, a corporation organized and existing under the laws of
the State of Nevada, certifies that it has reasonable ground to believe that it
meets all the requirements for filing on Forms S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the city of Bellingham, State of Washington on this 20th day
of February 2002.

                                                        ASDAR Group

Date: February 20, 2002                         By: /s/ Robert Waters
      -----------------                                 ---------------
                                                        Robert Waters
                                                        President
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{"company-data": {"conformed-name": "ASDAR GROUP INC", "cik": "0000746631", "assigned-sic": "1311", "irs-number": "880195105", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83086", "film-number": "02554431"}, "business-address": {"street1": "1239 W GEORGIA ST #3004", "street2": "VANCOUVER", "city": "B C V6E 4R8", "state": "CA", "zip": "92024", "phone": "6046640499"}, "mail-address": {"street1": "1239 W GEORGIA ST #3004", "street2": "VANCOUVER", "city": "B C V6E 4R8", "state": "CA", "zip": "92024"}, "former-company": [{"former-conformed-name": "ASDAR INC", "date-changed": "19970304"}, {"former-conformed-name": "ASDAR CORP", "date-changed": "19880131"}, {"former-conformed-name": "ASDAR GROUP /NV/", "date-changed": "19920703"}]}
UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                                  ASDAR Group
            (Exact name of Registrant as specified in its charter)

            Nevada                                          88-0195105
(State or other jurisdiction of                   (IRS Employer Identification
 incorporation or organization)                       Identification number)

                       1239 West Georgia Street, Suite 3004
                             Vancouver, B.C.  V6E 4R8
                                  888-488-6882
      (Address, including zip code, and telephone numbers, including area code)

------------------------------------------------------------------------------
                        CALCULATION OF REGISTRATION FEE                      |
------------------------------------------------------------------------------
                  |              |  Proposed   |  Proposed    |              |
Title of          |              |  maximum    |  maximum     |              |
each class        |  Amount      |  offering   |  aggregate   | Amount of    |
of securities     |  to be       |  price per  |  offering    | registration |
to be registered  | registered(1)|  share(2)   |  price(2)    | fee          |
------------------|--------------|-------------|--------------|--------------|
Common Stock, (1) |  916,108     |  $0.34      |  $311,477    | $82.23       |
                  |              |             |              |              |
------------------|--------------|-------------|--------------|--------------|

(1)     This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan being registered pursuant to
this Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the receipt
of consideration which results in an increase in the number of the Registrant's
outstanding shares of Common Stock.

(2)     This estimate is made pursuant to Rule 457(c) and (h) under the
Securities Act, solely for the purposes of determining the registration fee
based on the average of the bid and asked prices of the Registrant's Shares as
reported on the OTC Bulletin Board on February 15, 2001.

(3)     The amount to be registered includes shares to be issued pursuant to
the grant of incentive awards under the ASDAR Group 2001 Stock Incentive/Option
Plan.

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange Commission ("the
Commission") are hereby incorporated by reference:

1. The registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000.

2. The registrant's Quarterly Report on Form 10-QSB for the quarter ended March
31, 2001.

3. The registrant's Quarterly Report on Form 10-QSB for the quarter ended June
30, 2001.

4. The registrant's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2001.

All other documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modifies or superseded for the
purpose of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document which also is, or deemed to be,
incorporated herein by reference modifies or supersedes such statement.  Any
statement so modified or superseded, shall not be deemed except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

                    Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                    Not Applicable.

ITEM 6. INDEMNIFIATION OF DIRECTORS AND OFFICERS.

        Nevada law permits a company to indemnify its directors and officers,
except for any act of dishonest.  ASDAR Group (ASDAR) has provided in its By-
Laws that the directors and officers of ASDAR will be indemnified and secured
harmless to the full extent permitted by law out of the assets of ASDAR from
and against all actions, costs, chares, losses, damages and expenses incurred
by reason of any act done, concurred in or omitted in or about the execution of
their duties or supposed duties, other than in the case of any fraud or
dishonesty.  In addition, ASDAR has provided in its By-Laws that each
shareholder of ASDAR agrees to waive any claim or right of action, individually
or in the right of ASDAR against any director or officer of ASDAR on account of
any action taken by such director or officer.

        Nevada law also permits ASDAR to purchase insurance for the benefit of
its directors and officers against any liability incurred by them for the
failure to exercise the requisite care, diligence and skill in the exercise of
their power and the discharge of their duties, or indemnifying them in respect
of any loss arising or liability incurred by them by reason of negligence,
default, breach of duty or breach of trust.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                    Not Applicable.

ITEM 8. EXHIBITS.

 4.1 Option Plan as amended to date.

 5.1 Opinion of Michael S. Krome, P.C.

24.1 Powers of Attorney.

24.2 Consent of Michael S. Krome, P.C. (included in Exhibit 5.1)

ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers of sales are being made a post
effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the
registration statement.

(2) That, for purposes of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be he initial bona fide offering
thereof; and

(3) To remove from registration by means of post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.

The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

        Insofar as the indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
it is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the
Registrant in a successful defense of any action, suit or proceeding) is
asserted by such director, officer, or controlling person in connection with
securities being registered hereunder, the Registrant will, unless in the
opinion of counsel the question has already been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

        Pursuant to the requirement of the Securities Act of 1933, the
Registrant, ASDAR Group, a corporation organized and existing under the laws of
the State of Nevada, certifies that it has reasonable ground to believe that it
meets all the requirements for filing on Forms S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the city of Bellingham, State of Washington on this 20th day
of February 2002.

                                                        ASDAR Group

Date: February 20, 2002                         By: /s/ Robert Waters
      -----------------                                 ---------------
                                                        Robert Waters
                                                        President