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


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

             Nevada                             88-0195105
   (State or other jurisdiction       (I.R.S. Employer Identification
 of incorporation or organization)                number)

                 1225 E. Sunset Drive, Suite 145
                      Bellingham, WA 98226
                         (888) 488-6882
      (Name, address, including zip code, and telephone numbers,
               including area code, of agent of service)


CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S>                            <C>               <C>                  <C>                   <C>
Title of Securities to be      Amount to be      Proposed maximum     Proposed maximum      Amount of
registered                     registered        Offering price per   aggregate offering    registration fee
                               (1)               share (2)            price (2)

Common stock(1)                431,274           $.55                 $237,201              $113.86
</TABLE>

(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
March 14, 2001.

(3)      The amount to be registered includes shares to be issued
pursuant to the grant of incentive awards under the ASDAR INC. 2000
Stock Incentive/Option Plan.

ITEM 3.      INCORPORATION OF CERTAIN DOUCMENTS 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, 1999.
            2.      All other reports filed by the Company pursuant
to Section 13(a) and 15(d) of the 1934 Act since December 31, 1999.

           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
modified 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.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.
      Nevada law permits a company to indemnify its directors and
officers, except for any act of dishonesty. ASDAR INC. (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,
charges, 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 James E. Pratt, Esq.

             5.1      Consent of James E. Pratt, Esq.

            24.1      Powers of Attorney.

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 the 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 regis-
tration 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 indemnifi-
cation against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or
controlling perosn 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 INC., 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 of 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 of March, 2001.

                                          ASDAR INC.



                                   By /s/ Robert Waters
                                          -------------
                                          Robert Waters
                                          President and Chairman



EXHIBITS

       4.1      INCENTIVE AND OPTION PLAN, AS AMENDED TO DATE.

       5.1      OPINION OF JAMES E. PRATT, ESQ.

       6.1      CONSENT OF JAMES E. PRATT, ESQ.

      24.1      POWERS OF ATTORNEY
[{"type": "S-8", "sequence": "1", "filename": "asdr-s8_032101.txt", "description": "REGISTRTION STATEMENT", "secsgml_size_bytes": 9202}]
{"company-data": {"conformed-name": "ASDAR INC", "cik": "0000746631", "assigned-sic": "6510", "irs-number": "880195105", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57380", "film-number": "1574447"}, "business-address": {"street1": "1750 BARBARA LANE", "city": "LEUCADIA", "state": "CA", "zip": "92024", "phone": "7604361273"}, "mail-address": {"street1": "1750 BARBARA LANE", "city": "LEUCADIA", "state": "CA", "zip": "92024"}, "former-company": [{"former-conformed-name": "ASDAR GROUP /NV/", "date-changed": "19920703"}, {"former-conformed-name": "ASDAR CORP", "date-changed": "19880131"}, {"former-conformed-name": "VENTURE GROUP INC", "date-changed": "19860220"}]}
UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C. 20549
----------------------------------------------------------------
                            FORM S-8
                     REGISTRTION STATEMENT
                             UNDER
                  THE SECURITIES ACT OF 1933
----------------------------------------------------------------

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

             Nevada                             88-0195105
   (State or other jurisdiction       (I.R.S. Employer Identification
 of incorporation or organization)                number)

                 1225 E. Sunset Drive, Suite 145
                      Bellingham, WA 98226
                         (888) 488-6882
      (Name, address, including zip code, and telephone numbers,
               including area code, of agent of service)

CALCULATION OF REGISTRATION FEE
Title of Securities to be      Amount to be      Proposed maximum     Proposed maximum      Amount of
registered                     registered        Offering price per   aggregate offering    registration fee
                               (1)               share (2)            price (2)

Common stock(1)                431,274           $.55                 $237,201              $113.86
(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
March 14, 2001.

(3)      The amount to be registered includes shares to be issued
pursuant to the grant of incentive awards under the ASDAR INC. 2000
Stock Incentive/Option Plan.

ITEM 3.      INCORPORATION OF CERTAIN DOUCMENTS 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, 1999.
            2.      All other reports filed by the Company pursuant
to Section 13(a) and 15(d) of the 1934 Act since December 31, 1999.

           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
modified 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.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.
      Nevada law permits a company to indemnify its directors and
officers, except for any act of dishonesty. ASDAR INC. (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,
charges, 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 James E. Pratt, Esq.

             5.1      Consent of James E. Pratt, Esq.

            24.1      Powers of Attorney.

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 the 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 regis-
tration 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 indemnifi-
cation against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or
controlling perosn 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 INC., 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 of 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 of March, 2001.

                                          ASDAR INC.

                                   By /s/ Robert Waters
                                          -------------
                                          Robert Waters
                                          President and Chairman

EXHIBITS

       4.1      INCENTIVE AND OPTION PLAN, AS AMENDED TO DATE.

       5.1      OPINION OF JAMES E. PRATT, ESQ.

       6.1      CONSENT OF JAMES E. PRATT, ESQ.

      24.1      POWERS OF ATTORNEY