-----------------------------------------------------------------------------
                               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)             474,402          $ 0.75                 $ 355,802             $

</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 October 25, 2000.

(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
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               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 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 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 indemnifi-
cation 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 2nd day of November 2000.

                                            ASDAR INC.

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




                            INDEX TO EXHIBITS

   Exhibit No.    Description
   -----------    -------------------------------------------------------

      4.1         Incentive and 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

   -----------    -------------------------------------------------------
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 9702}]
{"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": "333-49338", "film-number": "753593"}, "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)             474,402          $ 0.75                 $ 355,802             $
(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 October 25, 2000.

(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 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 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 indemnifi-
cation 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 2nd day of November 2000.

                                            ASDAR INC.

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

                            INDEX TO EXHIBITS

   Exhibit No.    Description
   -----------    -------------------------------------------------------

      4.1         Incentive and 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

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