================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-QSB

                       For the Quarter Ending June 30, 2001

               QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                   FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001


                        Commission File Number: 0-13597

                                    ASDAR GROUP
              (Exact name of registrant as specified in its charter)

                        NEVADA                         88-0195105
            (State or other jurisdiction of         (I.R.S. Employer
             incorporation or organization)        Identification No.)

            1239 West Georgia Street, Suite 3004
            Vancouver, British Columbia, Canada                V6E 4R8
    (Address of registrant's principal executive offices)    (Zip Code)

                                 604.664.0499
             (Registrant's Telephone Number, Including Area Code)

================================================================================

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date.  As of June 30, 2001, there
were 11,211,707 shares of the issuer's $.001 par value common stock issued and
outstanding.

______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________


ITEM 1. Financial Statements            Copies of the financial statements
specified in Regulation 228.310 (Item 310) are filed with this Registration
Statement, Form 10-QSB.

                                ASDAR GROUP
                        (A Development Stage Company)
                        INTERIM FINANCIAL STATEMENTS
                               JUNE 30, 2001
                                (Unaudited)

<table>
<caption>

                                                                               <c>

Index to Financial Statements                                                     Page

2.      Balance Sheets as at June 30, 2001 and December 31, 2000..................F-2

3.      Statements of Operations for three month periods ending June 30, 2001
and June 30, 2000, six month periods ended June 30, 2001 and June 30, 2000 and
from inception to June 30, 2001...................................................F-3

4.      Statement of Cash Flows for six month periods ended June 30, 2001 and
June 30, 2000 and from inception to June 30, 2001.................................F-4

5.      Notes to the financial statements.........................................F-5 to F-8

</table>

                                 ASDAR GROUP
                        (A Development Stage Company)
                               BALANCE SHEETS
<table>
<caption>

                                                         <c>             <c>

                                                            June 30, 2001   December 31, 2000
                                                             (Unaudited)
ASSETS

CURRENT ASSETS
        Cash                                               $     239,424       $       6,056
        Taxes recoverable                                          1,489                 264
        Advances receivable                                        6,000              55,000
        Prepaid expenses                                          11,232                   -
        Due from related parties (Note 5)                         21,269                   -
                                                             -----------         -----------
                                                                 279,414              61,320

OIL AND GAS PROPERTIES (Note 3)                                1,975,883           1,646,633
                                                             -----------         -----------
                                                           $   2,255,297       $   1,707,953
                                                             ===========         ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
        Accounts payable and accrued liabilities           $      37,043       $      33,735
        Due to related parties                                         -              61,733
                                                             -----------         -----------
                                                                  37,043              95,468
                                                             -----------         -----------
CONTINGENCIES (Notes 1 and 6)

STOCKHOLDERS' EQUITY (Note 4)
        Common stock, $.001 par value,
        50,000,000 shares authorized
        2001 - 11,211,707 (2000 - 10,730,433)
        shares issued and outstanding                             11,211              10,730

        Additional paid-in capital                            10,443,503          10,177,534
        Common stock subscriptions                               805,000                   -
        Deficit accumulated during the development stage      (9,041,460)         (8,575,779)
                                                             -----------         -----------
                                                               2,218,254           1,612,485
                                                             -----------         -----------
                                                           $   2,255,297       $   1,707,953
                                                             ===========         ===========

The accompanying notes are an integral part of these interim financial statements.

</table>

<table>
<caption>

                                                         <c>             <c>

                                 ASDAR GROUP
                        (A Development Stage Company)
                      INTERIM STATEMENTS OF OPERATIONS
                                 (Unaudited)

                                                                                                                     Cumulative
                                                    Three            Three              Six            Six          from January
                                                    Months           Months            Months         Months         1, 1996 to
                                                  ended June       ended June        ended June     ended June        June 30,
                                                   30, 2001         30, 2000          30, 2001       30, 2000           2001
EXPENSES
        Litigation settlement                   $           -   $          -    $           -    $          -     $   2,291,070
        Management and consulting fees                 49,688              -          177,415               -           685,984
        General and administrative                    107,884        237,584          177,515         231,318           452,661
        Professional fees                              83,547              -          110,751               -           413,812
        Software development costs                          -              -                -               -           737,300
                                                   ----------     ----------      -----------      ----------       -----------
NET LOSS FOR THE PERIOD                         $     241,119   $    237,584    $     465,681    $    231,318     $   4,580,827
                                                   ==========     ==========      ===========      ==========       ===========



BASIC NET LOSS PER SHARE                        $        0.02   $       0.06    $        0.04    $       0.06
                                                   ==========     ==========      ===========      ==========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING         11,209,509      3,959,734       10,992,739       3,855,300
                                                   ==========     ==========      ===========      ==========

The accompanying notes are an integral part of these interim financial statements.

</table>

                                  ASDAR GROUP
                          (A Development Stage Company)
                        INTERIM STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<table>
<caption>

                                                   <c>             <c>            <c>

                                                                                     Cumulative
                                                        Six            Six          from January
                                                       Months         Months         1, 1996 to
                                                     ended June     ended June        June 30,
                                                      30, 2001       30, 2000           2001


CASH FLOWS FROM OPERATING ACTIVITIES
        Net loss for the period                        $  (465,681)     $  (231,318)     $ (4,580,827)
        Adjustments to reconcile net
        loss to net cash from operating
        activities:
        - fees and services paid for
          with common shares                               167,200                -           603,300
        - interest paid for with
          common shares                                          -                -             2,250
        - software development costs
          paid for with common shares                            -                -           600,000
        - other non-cash expenses                                -                -         2,502,381
                                                          --------         --------        ----------
                                                          (298,481)        (231,318)         (872,896)
        - net changes in working capital
          items                                             66,029          231,318            17,700
                                                          --------         --------        ----------

CASH USED IN OPERATING ACTIVITIES                         (232,452)               -          (855,196)
                                                          --------         --------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES
        Oil and gas property acquisitions                 (300,000)               -          (351,633)
                                                          --------         --------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES
        Net proceeds from common stock subscriptions       805,000                -           805,000
        Net advances (to)/from related parties             (88,180)           1,542           172,253
        Advances receivable                                 49,000                -           469,000
                                                          --------         --------        ----------
CASH FLOWS FROM FINANCING ACTIVITIES                       765,820            1,542         1,446,253
                                                          --------         --------        ----------
INCREASE IN CASH                                           233,368            1,542           239,424

CASH, BEGINNING OF PERIOD                                    6,056              708                 -
                                                          --------         --------        ----------
CASH, END OF PERIOD                                    $   239,424      $     2,250      $    239,424
                                                          ========         ========        ==========

The accompanying notes are an integral part of these interim financial statements.

</table>


                                 ASDAR GROUP
                        (A Development Stage Company)
                    NOTES TO INTERIM FINANCIAL STATEMENTS
                                JUNE 30, 2001
                                 (Unaudited)


OTHER NON-CASH TRANSACTIONS: During the period the Company issued 50,000
common shares to a significant shareholder at $.585 per share for a finder's
fee relating to the acquisition of the Harvester Property.

The accompanying notes are an integral part of these interim financial
statements

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

The company was incorporated as Venture Investments Inc. under the Laws of the
State of Nevada on November 29, 1983.  The company underwent a name change to
Asdar Group on December 10, 1997.  The company was dormant from 1991 to 1996
and currently has no revenue generating operations.  In accordance with SFAS
#7, the company is considered a development stage company since January 1,
1996.

The financial statements have been prepared on the basis of a going concern
which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business.  The Company is in the
development stage, has not generated any revenues or completed development of
any commercially acceptable products or services to date and further
significant losses are expected to be incurred in developing its business.
The recoverability of the carrying value of assets and ability of the Company
to continue as a going concern is dependent on raising additional capital,
settling its outstanding litigation with Derek Resources (see Note 6) and
ultimately on generating future profitable operations.

Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB of Regulation S-B. They
do not include all information and footnotes required by generally accepted
accounting principles for complete financial statements. However, except as
disclosed herein, there has been no material change in the information
disclosed in the notes to the financial statements for the year ended December
31, 2000 included in the Company's Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission. The interim unaudited financial statements
should be read in conjunction with those financial statements included in the
Form 10-KSB. In the opinion of Management, all adjustments considered
necessary for a fair presentation, consisting solely of normal recurring
adjustments, have been made. Operating results for the six months ended June
30, 2001 are not necessarily indicative of the results that may be expected
for the year ending December 31, 2001.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation The accompanying financial statements are presented in
United States dollars and are prepared in accordance with accounting
principles generally accepted in the United States.

Use of Estimates and Assumptions

Preparation of the Company's financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all liquid investments, with an original maturity of
three months or less when purchased, to be cash equivalents.

Foreign Currency Translation

The financial statements are presented in United States dollars.  In
accordance with Statement of Financial Accounting Standards No. 52, "Foreign
Currency Translation", foreign denominated monetary assets and liabilities are
translated to their United States dollar equivalents using foreign exchange
rates which prevailed at the balance sheet date.  Revenue and expenses are
translated at average rates of exchange during the year.  Related translation
adjustments are reported as a separate component of stockholders' equity,
whereas gains or losses resulting from foreign currency transactions are
included in results of operations.

Oil and Gas Properties

The Company follows the full cost method of accounting for its oil and gas
operations whereby all cost related to the acquisition of petroleum and
natural gas interests are capitalized.  Such costs include land and lease
acquisition costs, annual carrying charges of non-producing properties,
geological and geophysical costs, costs of drilling and equipping productive
and non-productive wells, and direct exploration salaries and related
benefits.  Proceeds from the disposal of capital assets are recorded as a
reduction of the related expenditures without recognition of a gain or loss
unless the disposal would result in a change of 20 percent or more in the
depletion rate.

Depletion and depreciation of the capitalized costs will be computed using the
unit-of-production method based on the estimated proven reserves of oil and
gas determined by independent consultants.

The Company applies a ceiling test to capitalized costs to ensure that such
costs do not exceed estimated future net revenues from production of proven
reserves at year end market prices less future production, administrative,
financing, site restoration, and income tax costs plus the lower of cost or
estimated market value of unproved properties.

Fair Value of Financial Instruments

The following disclosure of the estimated fair value of financial instruments
is made in accordance with the requirements of SFAS No. 107. Disclosures about
Fair Value of Financial Instruments. The estimated fair value amounts have
been determined by the Company, using available market information and
appropriate valuation methodologies.  The fair value of financial instruments
classified as current assets or liabilities including cash and cash
equivalents and notes and accounts payable approximate carrying value due to
the short-term maturity of the instruments.

Stock-Based Compensation

The Company accounts for stock-based compensation in
respect to stock options granted to employees and officers using the intrinsic
value based method in accordance with APB 25. Stock options granted to non-
employees are accounted for using the fair value method in accordance with
SFAS No. 123.  In addition, with respect to stock options granted to
employees, the Company provides pro-forma information as required by SFAS No.
123 showing the results of applying the fair value method using the Black-
Scholes option pricing model.

The Company accounts for equity instruments issued in exchange for the receipt
of goods or services from other than employees in accordance with SFAS No. 123
and the conclusions reached by the Emerging Issues Task Force in Issue No.
96-18.  Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments
issued, whichever is more reliably measurable.  The value of equity
instruments issued for consideration other than employee services is
determined on the earliest of a performance commitment or completion of
performance by the provider of goods or services as defined by EITF 96-18.

Income Taxes

The Company follows the liability method of accounting for income
taxes.  Under this method, future tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax balances.  Future tax assets and liabilities are measured
using enacted or substantially enacted tax rates expected to apply to the
taxable income in the years in which those differences are expected to be
recovered or settled.  The effect on future tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
date of enactment or substantive enactment.  As at June 30, 2001 the Company
had net operating loss carryforwards; however, due to the uncertainty of
realization the Company has provided a full valuation allowance for the
deferred tax assets resulting from these loss carryforwards.

NOTE 3 - OIL AND GAS PROPERTIES

Harvester Property, California, USA:

On February 26, 2001, the Company acquired a 50% working interest in the
Harvester Prospect, located in the San Joaquin Basin in Kings County,
California from International Brooks Petroleum Ltd.  The acquisition called
for the Company to pay a deposit of $30,000 and advance $270,000 for a total
of $300,000 to be spent on a well re-entry program.  When the initial $300,000
is spent, future costs will be split 50/50 between the Company and
International Brooks Petroleum Ltd.  The re-entry drilling program commenced
in July 2001.

LAK Ranch Oil Project, Wyoming, USA:

On September 20, 2000, the company signed an agreement with 2U Online.com,
Inc. ("2U"), a Delaware public corporation under common management, to acquire
all of 2U's 25% interest in the oil and natural gas rights on 6,360 acres
located in the Powder River Basin of eastern Wyoming (the "LAK Ranch") in
consideration for the issuance of 5,000,000 restricted common shares and a
finder's fee of 500,000 restricted common shares.

The LAK Ranch Oil Project consists of a steam assisted gravity drainage
("SAGD") production well and surface facilities which has been developed by
Derek Resources Corporation ("Derek") pursuant to an option agreement dated
September 27, 1997 between a predecessor optionor and Derek.  The option
agreement provides, amongst other terms, that Derek could acquire a 75%
interest in the project by developing a SAGD well pair and surface facility
and fund the initial start up operations for six months at a budgeted cost of
$3,500,000.  As at June 30, 2001, the project was substantially complete,
however Derek has incurred substantial cost overruns of approximately
$4,200,000.  Derek is asserting a contractual right to collect 25% of this
cost overrun from the Company which the Company has disputed.  As a result,
Derek commenced foreclosure proceedings on the Company's 25% interest in the
property which the Company has disputed.  The matter is subject to various
legal proceedings.  Should the Company be unsuccessful in defending its
contractual rights, it will be required to pay between $800,000 and $950,000
to Derek or it will forfeit its interest in the LAK Ranch Oil Project.  Refer
to Note 6.

NOTE 4 - CAPITAL STOCK

The Company's capitalization is 50,000,000 common shares with a par value of
$0.001 per share.

During the quarter ended June 30, 2001 the Company issued a total of 50,000
shares to a significant shareholder in payment for a finders fee in connection
with the acquisition of the Harvester Property.  These shares were valued at
$0.585 per share or $29,250.

During the quarter ended June 30, 2001 the Company received $175,000 towards
the issuance of 350,000 common shares at a price of $.50 per share.  These
shares were issued in July 2001.

During the quarter ended March 31, 2001 the Company arranged a financing of
1,000,000 units at $.70 per unit for gross proceeds of $700,000.  Each unit
subscribed for consists of one common share and one share purchase warrant
entitling the holder to purchase an additional share at a price of $0.75 per
share for two years.  A finder's fee of 10% was paid to a private company
controlled by a significant shareholder.  The Company has received the funds
from the subscriptions and as yet have not issued the shares.  See Note 7.

During the quarter ended March 31, 2001 the Company issued a total of 431,274
shares in payment for services and to settle debt totalling $237,200.

NOTE 5 - RELATED PARTY TRANSACTIONS

During the quarter ended June 30, 2001 the Company incurred management fees of
$42,000 to directors.

During the quarter ended June 30, 2001 the Company incurred consulting fees of
$6,500 to private companies controlled by a significant shareholder.

At June 30, 2001 an amount of $128,173 is owing from two companies with a
director in common and an amount of $106,904 is owing to directors and a
company controlled by a significant shareholder.

Refer to Note 4.

NOTE 6 - CONTINGENCIES

On March 12, 2001, Derek filed a Notice of Intention to Foreclose in the
District Court, Weston County, State of Wyoming for the alleged failure of the
Company to pay its share of costs of developing the LAK Ranch Oil Project of
approximately $700,000.  The Company has denied any liability for these costs
which represent huge cost overruns by Derek in developing the SAGD pilot plant
for which a proper accounting has not been provided by Derek to date.  The
Company filed a Complaint and Request for Injunctive Relief in the District
Court, Weston County, State of Wyoming on March 20, 2001 to protect its
interest in the LAK Ranch Oil Project and prohibit Derek from illegally
foreclosing on the Company's interest pending a final determination by the
Court of the parties' respective rights and obligations under the Sept 27,
1997 option agreement.

On April 11, 2001 the Company's application for a Preliminary Injunction was
denied by the Sixth Judicial District Court of the State of Wyoming.

On April 13, 2001, Derek foreclosed on Asdars' 25% interest by bidding an
amount of $852,571 to purchase all of Asdars' rights.  Asdar has ninety days
from April 13, 2001 to reinstate its interests in the LAK Ranch Oil Project by
payment of the purchase amount, plus accrued interest.

On May 4, 2001, Derek filed a motion in the District Court of the Sixth
Judicial District for Wyoming requesting a partial summary judgement in its
favour against the Company, whereby Derek is seeking court approval that it
has acquired a 75% interest in the LAK Ranch Oil Project.

On May 11, 2001, Derek filed a motion seeking to somehow place the 25%
interest in the LAK Ranch Oil Project it claimed to have already foreclosed
against the Company into a receivership.  The Company will oppose this motion.

On July 10, 2001, Asdar announced its position that Derek's purported lien on
Asdar's interest in the LAK Ranch property is wrongful and illegal and of no
effect.  Derek's purported redemption date is of no significance and the
ninety-day redemption period has been allowed to lapse.

On July 25, 2001 Derek filed a motion to cancel the lis pendens notice of
claim established in favor of the Company.  A hearing was held on July 31,
2001 whereby the Company vigorously opposed this motion.  On August 1, 2001
the court ruled in favor of the Company and denied Derek's motion.

A date has been set for October 31, 2001 to hear all the various motions
before the court.

The Company continues to pursue all legal remedies available to protect its
interest in the LAK Ranch Oil Project.  Accordingly, the loss, if any,
resulting from this litigation is presently not determinable.  The Company has
not included any amount due to Derek in accounts payable pending the outcome
of the litigation.  Derek claims that the amount due from Asdar for its
proportionate share of project costs as at June 30, 2001 is $1,044,800.

NOTE 7 - SUBSEQUENT EVENTS

On July 11, 2001 the Company filed a Form SB-2 Registration Statement with the
Securities and Exchange Commission.  The preliminary prospectus which was
filed as part of this Registration Statement relates to an offering of a
maximum of 2,500,000 Units (1,500,000 Series A Units and 1,000,000 Series B
Units) which are being sold on a "best efforts basis" in units (the "Units"),
each Unit consisting of one common share, $0.001 par value per share (the
"Shares") and one redeemable common share purchase warrant (the "Unit
Warrants").  The Unit Warrants are detachable upon issuance and will trade
separately after being detached.

Each Series A Unit Warrant entitles the holder to purchase one Share for a
period of eighteen months commencing on the closing date of the offering at an
exercise price of $0.60.

Each Series B Unit Warrant entitles the holder to purchase one Share for a
period of eighteen months commencing on the closing date of the offering at
various exercise prices.

In addition, the Prospectus relates to an offering of 1,000,000 common shares
subscribed for at $0.70 per share and 1,000,000 common shares underlying
warrants at $0.75 per share.  These shares may be offered for sale by selling
security holders directly to the public.


ITEM 2.         Plan of Operation

This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events and are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "will", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms.  The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or
warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified
in the following information represent estimates of future events and are
subject to uncertainty as to possible changes in economic, legislative,
industry, and other circumstances. As a result, the identification and
interpretation of data and other information and their use in developing and
selecting assumptions from and among reasonable alternatives require the
exercise of judgment. To the extent that the assumed events do not occur, the
outcome may vary substantially from anticipated or projected results, and,
accordingly, no opinion is expressed on the achievability of those forward-
looking statements. No assurance can be given that any of the assumptions
relating to the forward-looking statements specified in the following
information are accurate, and we assume no obligation to update any such
forward-looking statements.

Our Business.  The company was incorporated as Venture Investments Inc. under
the Laws of the State of Nevada on November 29, 1983.  The company underwent a
name change to Asdar Group on December 10, 1997.  The company was dormant from
1991 to 1996 and currently has no revenue generating operations.  In
accordance with SFAS #7, the company is considered a development stage company
since January 1, 1996.  At June 30, 2001 the Company had a working capital of
$242,371 and has been dependent on directors and certain shareholders for
financing.

Liquidity and Capital Resources.   For the period ended June 30, 2001, we had
total assets of $2,255,297, including cash resources of $239,424, taxes
recoverable of $1,489, advances receivable of $6,000, $11,232 in prepaid
expenses and $21,269 due from related parties.  We also had $1,975,883
invested in oil and gas properties, which is represented by the deposit for
the Harvester Property, $300,000 and $1,675,883 for the LAK Ranch Property.
The LAK Ranch Property is currently the subject of legal proceedings.  Derek
states that since steam operations commenced in March 2001, the plant has been
operated intermittently, at about 50% of its steam capacity and more than
3,400 barrels of oil were produced to June 9, 2001.  Steam operations are
currently suspended and Derek is now installing additional wastewater disposal
systems which will allow the plant to operate at 100% of its steaming
capacity.  For further information, see Part II - Other Information, Item I,
Legal Proceedings.  The cash and equivalents constitute our present sources of
liquidity.

At June 30, 2001, we had current liabilities of $37,043 which was represented
by accounts payable and accrued liabilities.  At June 30, 2001, we had total
current assets of $279,414.  At June 30, 2001, current assets exceeded current
liabilities by $242,371.

We do not believe that our current cash resources will be able to maintain our
current operations for an extended period of time.  Should these resources
prove to be insufficient, we will be required to raise additional funds or
arrange for additional financing over the next 12 months to adhere to our
development schedule.  No assurance can be given, however, that we will have
access to additional cash in the future, or that funds will be available on
acceptable terms to satisfy our working capital requirements.

Results of Operations.  The Company has not yet realized any significant
revenue from operations to date.  Loss from operations increased from
US$237,584 in the second quarter of 2000 to US$241,119 in the second quarter
of 2001.  This increase in the loss was due to an increase in professional
fees.  The cash and equivalents constitute the Company's present internal
sources of liquidity.  Because the Company is not generating any significant
revenues, the Company's only external source of liquidity is the sale of its
capital stock.

Our Plan of Operation for the Next Twelve Months.   The Company will continue
to arrange equity financings over the next twelve months to satisfy its
working capital requirements.

We will require additional cash to implement our business strategies, and for
payment of increased operating expenses.  We anticipate that we will need to
raise additional capital within the next 12 months in order to continue as a
going concern. Such additional capital may be raised through additional public
or private financings, as well as borrowing and other resources.  To the
extent that additional capital is raised through the sale of equity or equity-
related securities, the issuance of securities could result in dilution to our
stockholders.  There can be no assurance that additional funding will be
available on favorable terms, if at all.  If adequate funds are not available
within the next twelve months, we may be required to curtail our operations
significantly or to obtain funds through arrangements with collaborative
partners or others that may require us to relinquish rights to certain of our
assets.  For further information, see Part II - Other Information, Item I,
Equity Financings.

We do not anticipate any significant research and development within the next
twelve months, nor do we anticipate that we will lease or purchase any
significant equipment within the next twelve months.   We do not anticipate a
significant change in the number of our employees within the next twelve
months. However, we are aware that the current legal proceedings with Derek
Resources will result in additional legal and other costs.  For further
information, see Part II - Other Information, Item I, Legal Proceedings.

ITEM 3. Description of Property.

Property held by the Company.  As of the dates specified in the following
table, we held the following property in the following amounts:

Property and Cash
Equivalents             June 30, 2000     December 31, 2000     June 30, 2001
-----------------       -------------     -----------------     -------------
Total                     $   2,250            $  61,320          $ 286,553


We define cash equivalents as all highly liquid investments with maturity of 3
months or less when purchased.   We do not presently own any interests in real
estate or own any inventory or equipment.

Internet E-Commerce. The Company's initial focus was related to Internet E-
Commerce.  In this regard, on March 8, 2000, the Company signed a Technology
Development Agreement ("Tech Agreement") with TekMaster Ltd., a British
Columbia corporation ("TEK"), and with Xntrik Enterprises Ltd., a British
Columbia corporation ("XEL") to fund development of a Scalable Server Platform
("Scalable Server").

The Tech Agreement calls for the Company to issue two million (2,000,000)
shares of the company's $.001 par value common stock (issued) with Rule 144
Restrictions and to fund two hundred thousand ($200,000) dollars in Canadian
Funds for ongoing development costs, and the Tech Agreement calls for Xntrik
Enterprises Ltd. to design and develop the software and for Tek Master Ltd. to
design an interface for an administrative toolkit to manage clients.  This
project has been put on hold and the Company does not have a definite date to
continue this software development.

LAK Ranch Oil Project. Rising Phoenix Development Group ("Rising Phoenix"), a
former Canadian Exchange listed Company, was the original holder of the 100%
LAK Ranch Oil Project which is subject to the 19.25% royalty due to the
original leaseholders.  Derek Resources Corporation ("Derek"), a Canadian
Venture Exchange listed company had the right to earn a 75% working interest
from Rising Phoenix through various cash payments and a commitment to a US$3.5
million development program proving the feasibility of oil recovery using SAGD
as originally commissioned by Rising Phoenix and outlined in reports by Dr.
John Donnelly.

In September 2000, the Company acquired from 2U Online.com Inc. a 25% working
interest in the LAK Ranch Oil project.  2U Online.com acquired its interest
from Rising Phoenix, thus becoming Derek's joint venture partner in this LAK
Ranch Oil Project.

For further details on the LAK Ranch Oil Project, refer to Part II, Item I,
Legal Proceedings.

Harvester Property On February 26, 2001, the Company signed a "Working
Interest Agreement" with International Brooks Petroleum Ltd. ("IBP") whereby
Asdar acquired a 50% working interest in a property described as the E/2 of
Section 24, All of Section 25, and the NE/4 of Section 36 all located within
Township 23 South, Range 21 East, mount Diablo Base And Meridian, Kings
County, California (the "Property") containing 1,120 acres more or less.
Asdar acquired this interest for a total payment to IBP of $300,000 USD, to be
spent on a re-entry program.  When the initial $300,000 is spent, future costs
will be split 50/50 between the Company and IPB.  A Finders Fee of 50,000
shares of the Company's common stock with rule 144 restrictions was issued to
May Joan Liu on April 4, 2001 with respect to this acquisition.

On July 10, 2001 commencement of the Company's re-entry program on the
Harvester #I-25 in Bakersfield, California was announced. It is anticipated
that the re-entry and testing of this well will take approximately 30 days.

As of August 1, 2001 the Operator has penetrated the well bore of the
Harvester # I-25 well to a total depth of 14,242 feet.  Accordingly, logging
of the Temblor, Vedder and Kreyenhagen formations has been scheduled for
August 6, 2001.  As the well was previously drilled and cased the Operator has
retained Halliburton Energy Services of Bakersfield, California for the
logging of the well using Halliburton's RMT Elite through the pipe logging
tool.

Processing of the log data will be conducted by Halliburton Energy Services in
Houston, Texas.  Upon receipt of the processed log data the Operator will
consider the results with its technical staff and make its completion
decisions.  A completion rig will be moved onto site following this review.

PART II - OTHER INFORMATION

Item 1. Equity Financings.

On July 11, 2001 the Company filed a Form SB-2 Registration Statement with the
Securities and Exchange Commission.  The preliminary prospectus which was
filed as part of this Registration Statement relates to an offering of a
maximum of 2,500,000 Units (1,500,000 Series A Units and 1,000,000 Series B
Units) which are being sold on a "best efforts basis" in units (the "Units"),
each Unit consisting of one common share, $0.001 par value per share (the
"Shares") and one redeemable common share purchase warrant (the "Unit
Warrants").  The Unit Warrants are detachable upon issuance and will trade
separately after being detached.

Each Series A Unit Warrant entitles the holder to purchase one Share for a
period of eighteen months commencing on the closing date of the offering at an
exercise price of $0.60.

Each Series B Unit Warrant entitles the holder to purchase one Share for a
period of eighteen months commencing on the closing date of the offering at
various exercise prices.

In addition, the Prospectus relates to an offering of 1,000,000 common shares
subscribed for at $0.70 per share and 1,000,000 common shares underlying
warrants at $0.75 per share.  These shares may be offered for sale by Selling
Securityholders directly to the public.

Item 2. Legal Proceedings.

The Lak Ranch Oil Project consists of a steam assisted gravity drainage
("SAGD") production well and surface facilities. The project and facilities
have been developed and constructed solely by Derek Resources Corporation
("Derek").

Derek has asserted and maintained exclusive control of the project and project
management at all times.  Derek states that some production has been achieved
from the project during its initial operation, but admits that to-date,
monthly operation expenses have materially exceeded the value of any monthly
production for the period January 1, 2001 through early July 2001.  According
to Derek, steam operations were suspended in July 2001.  The Company has not
yet been able to independently verify Derek's reports concerning operation,
production or costs of operation for the project except that the project has
not operated or produced since sometime in July 2001.

The parties relationship in the LAK Ranch Oil Project stems from a September
24, 1997 option agreement.  The option agreement provided that Derek could
exercise an option to purchase and seek to vest a 75% working interest in the
project by exploring, developing, constructing and operating a SAGD well pair
and surface facility pursuant to the express terms of a plan and budget
contained in the agreement (including the express terms of four 1997 reports
describing and budgeting the project).  The terms of the option agreement
specifically required that Derek would fully fund the first six months of
operation of the project out of Derek's required initial capital outlay.  The
option agreement set a $3.5 million US amount that Derek should spend to
explore, develop, and construct the project by December 31, 2000.  The Company
alleges that the Option Agreement expressly required Derek to fund the first
full six (6) months of operation of the project once it was completed properly
and pursuant to the terms of the Option Agreement and that Derek has
intentionally chosen not to provide that operational funding.

According to Derek, as of June 30, 2001, the project was substantially
complete and had been operated since sometime in March 2001 on a trial basis.
However, Derek claims to have incurred substantial cost overruns of at least
$4,200,000 US on the project through late June.  To the extent the Company has
been able to ascertain, these costs do not appear to have been incurred
consistent with the express requirement of the Option Agreement.  Derek did
not advise the Company or its predecessors concerning the incurrence of these
significant cost overruns and the Company did not agree to any of them at any
time.  Derek has not provided any objective information to indicate that these
cost overruns will or will not continue in the future should Derek choose not
to resume operations of the project.

Derek is asserting a contractual right to collect 25% of its unauthorized
project expenses and/or overruns.  The Company disputes this claim by Derek
and asserts that Derek's apparent intentional failures to develop the project
consistent with the requirements of the Option Agreement preclude vesting of a
75% interest by Derek.  The Company has sued for an accounting from Derek and
has made additional damage claims against Derek.  Derek has filed damage
counterclaims against the Company.  All of Derek's claims in this regard are
strongly disputed by the Company.  Both parties to the litigation have
asserted punitive damage claims against each other and all such claims are
disputed by both parties.

On April 13, 2001, Derek purported to complete a Wyoming foreclosure of
Asdar's rights and interests in the LAK Ranch Oil Project.  The Company has
consistently disputed Derek's alleged rights to assert or foreclose any lien
against any interests in the project.  The Company also has consistently
asserted multiple material defects in Derek's purported foreclosure activities
arising out of alleged breaches by Derek in the Option Agreement.  On April
13, 2001, Derek bid alleged indebtedness from the Company in the amount of
$852,571.11 at a purported foreclosure sale and received a Weston County,
Wyoming Sheriff's Certificate to the property.  Derek asserted a purported
redemption deadline for Asdar concerning its purported lien foreclosure
activities as of July 12, 2001.  On July 10, 2001, Asdar reiterated its
position that Derek's purported lien and lien foreclosure activities on
Asdar's interest in the LAK Ranch property are wrongful and illegal and of no
effect.  The Company maintains that Derek's purported redemption deadline is
of no significance or legal effect.

On May 4, 2001, Derek filed a motion in the District Court of the Sixth
Judicial District, Wyoming, requesting entry of partial summary judgment
against the Company.  Derek's Motion alleges and requests that the Court
summarily rule that Derek has vested a 75% interest in the LAK property and
project without allowing the parties an opportunity to complete discovery or
try the issues underlying those claims first.  The Court has not ruled on
Derek's Motion or the Company's request for an extension of time for
discovery.  The Court has set and October 31, 2001 hearing for the Motions
filed by Derek and the Company in this regard.  The Company is considering
filing a counter motion for enforcement of the Option Agreement language
against Derek concerning Derek's purported lien activities.

On May 11, 2001, Derek filed a motion seeking to somehow place a 25% interest
in the LAK Ranch Oil Project it claimed to have already foreclosed against
into a receivership.  Derek's Motion does not explain how it can claim to have
asserted and foreclosed a lien against the Company's interest and then also
seek a receivership of the interest.  The Company has vigorously opposed
Derek's Motion and filed a timely opposition to it.  The Court has also set
this matter for hearing on October 31, 2001.

On July 25, 2001, Derek filed yet another Motion with the Court asking the
Court to expunge or cancel the lis pendens notice of claim established in
favor of the Company upon the filing of the Company's complaint.
Specifically, Derek's Motion and an attached Affidavit signed by Derek's CFO
Frank Hallam indicated that Derek was unable to raise sufficient funds to
operate the project or go forward with operation and development unless the
Court summarily removed Asdar's lis pendens protection while the litigation is
pending.  In a sworn Affidavit signed by Derek's CFO Frank Hallam in support
of Derek's July 25, 2001 Motion, Derek indicated that unless it prevailed on
its Motion to expunge or cancel the Company's lis pendens claim, Derek would
file for some type of bankruptcy protection in the near future.  The Company
vigorously opposed this Motion pointing out that there had been no ruling on
the merits of the Company's claims in the litigation to this point and that
the Company was entitled to statutory protection of the priority of its claims
to the property.  The Company also argued that incomplete discovery
information it had received from Derek prior to the filing of Derek's July 25,
2001 Motion indicated that Derek had stated under oath that it had sufficient
funds to operate the project through at least June 30, 2001 and had been able
to raise significant amounts of money for the project otherwise.  At the close
of the July 31, 2001 hearing, the Court announced that it would render a
written decision on Derek's Motion on August 2, 2001.  On August 1, 2001, one
day earlier than the Court had allotted for its ruling, the Court ruled in
favor of Asdar summarily denying Derek's motion for expungement or
cancellation of the Company's lis pendens protection.  Derek then issued an
August 2, 2001 press release indicating it always believed it had little
chance to prevail on its Motion.

The Company continues to be unable to obtain adequate and verifiable
information from Derek concerning the status of the project or Derek's plans
concerning plans or conditions in this regard.  The Company alleges that
Derek's discovery responses are incomplete and the Derek is wrongfully
refusing to schedule depositions of Messrs. Hallam, Erhl, and Donnelly.  The
Company also continues to be unsuccessful in ongoing and repeated efforts to
schedule a mediation with Derek to try to discuss and negotiate the matter
outside of litigation.  The Company had scheduled a June 29, 2001 mediation
with a professional mediation firm in Denver, Colorado and had invited Derek
to attend and participate in that mediation from mid-May 2001 through late
June 2001.  The Company has moved the Court to order Derek to participate in
non-binding mediation above the parties' disputes.  That Motion is currently
pending.

Should the Company be unsuccessful in asserting its claims and defending its
contractual rights in the Wyoming litigation, it could be required to pay
between $800,000 and $950,000 to Derek.  Should the Company be unsuccessful in
asserting its claims to invalidate or set aside Derek's purported foreclosure,
it could forfeit or lose its interest in the LAK Ranch Oil Project and
properties.

The Company continues to vigorously pursue all legal remedies available to
protect its interest in the LAK Ranch Oil Project.  The Company continues to
urge Derek to mediate and negotiate with it concerning the project.
Accordingly, the loss, if any, resulting from the litigation or any compromise
that might be reached through a mediation and negotiation between Derek and
the Company are presently not determinable.  The Company has not included any
amount due to Derek in accounts payable at June 30, 2001.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Submission of Matters to Vote of Security Holders

None.

Item 5.  Other Information

A.      Security Ownership of Management

The following table sets forth information as of June 30, 2001, with respect
to the ownership of the Company's Common Stock by each director and by all
officers and directors as a group.

<table>
<caption>

                 <c>                                   <c>                     <c>
Name of             Address of                            Amount of Shares        % of Outstanding
Beneficial Holder   Beneficial Holder                     Beneficially Owned      Common Stock

Robert Waters       945 Marine Drive, Suite 911                367,273                  3.27%
                    West Vancouver, BC V7T 1A8

Robert Klein        4540 Woodgreen Place                        41,698                  0.37%
                    West Vancouver, BC V7S 2S6

All directors and Officers as a group (2 people)               408,971                  3.65%

B.      Security Ownership of Certain Beneficial Holders of ten percent or more

                                                          Amount and Nature
Title of Class      Name of Beneficial Owner             of Beneficial Owner      Percent of Class

Common Stock        2U Online.com, Inc.                      5,000,000 (1)              44.59%
                    1288 Alberni Street, Suite 806
                    Vancouver, BC  V6E 4N5

Common Stock        Tek Master Ltd.                          2,000,000 (2)              17.83%
                    1239 West Georgia Street, Suite 3004
                    Vancouver BC  V6E 4R8
</table>

(1)  The shares issued to 2U Online.com, Inc. was for the acquisition of the
LAK Ranch Oil Project.  2U Online.com, Inc. is a public company whose shares
are traded on NASDAQ OTC Pink Sheets.

(2)  The shares issued to Tek Master Ltd. was for the development of the
scalable server platform.


Item 6.  Exhibits.      Copies of the following documents are filed with this
Registration Statement, Form 10QSB, and Form 8K as exhibits:

8K filed 05/02/2001

Item No. 5      Other Events
                Jack Sha resigned as Secretary and Director.
                Ferdinand Marehard has become Secretary-Treasurer and a
                Director.

Index to Exhibits

 None.


SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, we
have duly caused this Registration Statement on Form 10-QSB to be signed on
our behalf by the undersigned; thereunto duly authorized, in the City of
Vancouver, British Columbia, Canada, on August 8, 2001.

Asdar Group a Nevada corporation

By:      /s/ Robert Waters
             -------------
             Robert Waters
             President