<PAGE>
                      SECURITIES & EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM 10-Q
             Quarterly Report Pursuant to Section 13 or 15 (d)
                   of the Securities Exchange Act of 1934

For the Quarter Ended                                  Commission File No.
---------------------                                  --------------------
   JUNE 30, 1997                                              0-13597


                                 ASDAR INC.
                         --------------------------
                         (Exact Name of Registrant)

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

                            2124 GLASGOW AVENUE
                         CARDIFF, CALIFORNIA 92007
                  ---------------------------------------
                  (Address of Principal Executive Offices)

Registrant's telephone number including area code:          (619) 792-7300
                                                           ----------------

Former Address: 1500 East Tropicana Avenue, #110, Las Vegas, Nevada 89119

     Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such report), and (2) has
been subject to such filing requirements in the past 90 days:

YES            NO      X
     -------        -------
     Indicate the number of shares outstanding for each of the issuer's
classes of Stock as of the last practical date:

     At June 30, 1997, there were 1,519,499 shares of common stock at
$0.001 par value outstanding.

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                                 ASDAR INC.
                             TABLE OF CONTENTS

PART I    FINANCIAL STATEMENTS

     ITEM 1    FINANCIAL STATEMENTS (UNAUDITED)

               Balance Sheets. . . . . . . . . . . . . . . . . . . . . . .3

               Statements of Operations. . . . . . . . . . . . . . . . . .4

               Statements of Cash Flows. . . . . . . . . . . . . . . . . .5

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

     ITEM 2    MANAGEMENT'S DISCUSSION AND
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . .6

PART II        OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . .7

               SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . .8

     This report of Form 10-Q is for the period ended June 30, 1997,
however the report has been filed with the Securities and Exchange
Commission in April 2000.  To the extent practicable, the disclosures
contained have been prepared to speak as of August 15, 1997, the required
filing date of the report.

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<PAGE>
                                 ASDAR INC.
                               Balance Sheets
                June 30, 1997 (Unaudited) December 31, 1996
<TABLE>
<CAPTION>
                                                         June     December
                                                     30, 1997     31, 1997
                                                   -----------  -----------
<S>                                                <C>          <C>
                                   ASSETS
Current Assets
--------------
  Cash                                             $       67   $    2,250
                                                   -----------  -----------
     Total Assets                                  $       67   $    2,250
                                                   ===========  ===========
Current Liabilities
-------------------
  Accounts Payable                                        500       81,500
  Note Payable                                            -0-      475,000
                                                   -----------  -----------
     Total Current Liabilities                            500      556,500

Stockholders' Equity
--------------------
  Common Stock, 50,000,000 Shares
   Authorized, at $0.001 Par Value;
     1,519,499 & 549,499 Shares
     Issued & Outstanding Respectively                  1,519          549
  Paid In Capital                                   7,454,013    6,831,233
  Treasury Stock                                   (  199,167)  (  199,167)
  Accumulated Deficit                              (7,256,798)  (7,186,865)
                                                   -----------  -----------
     Total Stockholders' Equity                    (      433)  (  554,250)
                                                   -----------  -----------
     Total Liabilities & Stockholders' Equity      $       67   $    2,250
                                                   ===========  ===========

</TABLE>
                           See Accompanying Notes
                                     3
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<PAGE>
                                 ASDAR INC.
                    Statements of Operations (Unaudited)
              For the Three Months and the Six Months Periods
                         Ended June 30, 1997 & 1996
<TABLE>
<CAPTION>
                                For the Three             For the Six
                               Months Period             Months Period
                            April 1,     April 1,  January 1,   January 1,
                             to June      to June     to June      to June
                            30, 1997     30, 1996    30, 1997     30, 1996
                          -----------  ----------- -----------  -----------
<S>                       <C>          <C>         <C>          <C>
Revenues
--------
  Interest Income         $      -0-   $      683  $      -0-   $      683
                          -----------  ----------- -----------  -----------
Expenses
--------
  Legal Fees                     -0-          -0-       2,131          -0-
  Consulting Fees             10,000          -0-      66,250          -0-
  General & Administrative     1,552       52,632       1,552       67,732
                          -----------  ----------- -----------  -----------
      Total Expenses          11,552       52,632      69,933       67,732
                          -----------  ----------- -----------  -----------
      Net Loss            ($  11,552)  ($  51,949) ($  69,933)  ($  67,049)
                          ===========  =========== ===========  ===========
      Loss Per Share      ($    0.01)  ($    0.10) ($    0.08)  ($    0.13)

      Weighted Average
      Shares Outstanding     896,166      499,499     896,166      499,499

</TABLE>
                           See Accompanying Notes
                                     4

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<PAGE>
                                 ASDAR INC.
                    Statements of Cash Flows (Unaudited)
          For the Three Months Periods Ended June 30, 1997 & 1996
<TABLE>
<CAPTION>
                                                         June         June
                                                     30, 1997     30, 1996
                                                   -----------  -----------
<S>                                                <C>          <C>
Cash Flows from Operating Activities
------------------------------------
  Net Loss                                         ($  69,933)  ($  67,049)
  Adjustments to Reconcile Net Loss to Net
    Cash Used by Operating Activities;
      Non Cash Expenses                                52,750          -0-
   Increase in Accounts Payable                        15,000      486,261
                                                   -----------  -----------
      Net Cash Used by Operating Activities        (    2,183)     419,212

Cash Flows from Investing Activities                      -0-          -0-
------------------------------------               -----------  -----------
Cash Flows from Financing Activities                      -0-          -0-
------------------------------------               -----------  -----------
      Increase in Cash                             (    2,183)     419,912

      Cash at Beginning of Period                       2,250          -0-
                                                   -----------  -----------
      Cash at End of Period                        $       67   $  419,912
                                                   ===========  ===========
Disclosures from Operating Activities
-------------------------------------
  Interest                                         $      -0-   $      -0-
  Taxes                                                   -0-          -0-

</TABLE>
                           See Accompanying Notes
                                     5
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<PAGE>
ITEM I
------

NOTE #1 - Basis of Presentation
-------------------------------

     The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01
of Regulation S-X.  Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements.  In the opinion of management, adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included.  Operating results for the six and three
month period ending June 30, 1997, are not necessary indicative of the
results that may be expected for the year ended December 31, 1997.  For
further information, refer to the financial statements and footnotes
thereto included in the Company's annual report on Form 10-K for the year
ended December 31, 1996.


ITEM II
-------
Management's Discussion and Analysis of Financial Condition and Results of
Operation
--------------------------------------------------------------------------

Liquidity & Capital Resources
-----------------------------
     The Company has been active for the current year and has no assets
with which to conduct business.  The Company is dependent upon its officers
or shareholders for cash for any purposes.

     In April of 1996, the Company signed a letter of intent with a
Delaware Corporation to acquire a license from the Delaware Corporation,
which would enable the Company to operate a "vertical casino" on the
Internet.  In contemplation of the acquisition the Company received an open
account approximately $460,000 for purposed business activities.

     In subsequent periods the Company spent this money on legal fees,
consulting fees and other business expenses.  In 1997, the Delaware
Corporation withdrew from the letter of intent and the Company owes the
Delaware Corporation $425,000.

Results Of Operations
---------------------
     The Company had no operations other than management attempts to make
an acquisition.  If there were any cost associated with such attempts they
were minimal and no expenses were incurred by the Company.

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<PAGE>
                        PART II - OTHER INFORMATION
                        ----------------------------

Item 1   Legal Proceedings . . . . . . . . . . . . . . . . . . . . . None

Item 2   Changes in the Rights of the
         Company's Security Holders. . . . . . . . . . . . . . . . . None

Item 3   Defaults by the Company on its Senior Securities. . . . . . None

Item 4   Results of Votes of Security Holders. . . . . . . . . . . . None

Item 5   Other Information . . . . . . . . . . . . . . . . . . . . . None

Item 6   Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . None


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<PAGE>
                                 SIGNATURES


     Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                             ASDAR INC.

Date: April 24, 2000                         By: /S/ Nicholas F. Coscia
                                             ---------------------------
                                             Nicholas F. Coscia
                                             Secretary &
                                             Chief Accounting Officer


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