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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 21, 2000
Delaware 2U Online.com, Inc. 52-2132622
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(State or other jurisdiction (Exact name of registrant (I.R.S. Employer
of incorporation or as specified in its Identification No.)
organization) charter)
1288 Alberni Street, Suite 806, Vancouver, British Columbia, Canada V6E 4N5
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(Address of principal executive address) (Zip Code)
(604) 664-0484
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
/Footer/
Thomas E. Stepp, Jr.
Stepp & Beauchamp LLP
1301 Dove Street, Suite 406
Newport Beach, California 92660
(949)660-9700
Facsmilie:(949)660-9010
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ITEM 2. DISPOSITION OF ASSETS
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On or about September 20, 2000, the Registrant entered into an Asset and
Purchase Agreement ("Agreement") with ASDAR Group, a Nevada Corporation
("ASDAR"). Pursuant to the Agreement, ASDAR purchased all of the
Registrant's title and interest in the Wyoming Property as described more
particularly below.
The Rising Phoenix Agreement. On November 15, 1999, the Registrant entered
into a Asset Purchase and Sale Agreement ("Rising Agreement") with Rising
Phoenix Development Group Ltd., a Canadian corporation, located in
Vancouver, British Columbia, Canada ("Rising Phoenix"), to acquire all the
assets of Rising Phoenix, including that corporation's interest in the oil
and natural gas rights on 6,360 acres located in the Powder River Basin of
eastern Wyoming (the "Wyoming Property"). Such interest included Rising
Phoenix's interest in a Joint Venture Contract with Derek Resources
Corporation ("Derek Resources"). Under the Joint Venture Agreement, Derek
Resources and Rising Phoenix were to jointly operate the Wyoming Property.
Pursuant to the Rising Agreement, Registrant paid Rising Phoenix seventy
five thousand dollars (US$75,000) and issued Rising Phoenix 3,800,000
shares of its common stock. However, Rising Phoenix has not yet
transferred the assets to the Registrant and has notified the Registrant
that it will transfer the assets as soon as it completes its accounting of
such assets.
Pursuant to that Joint Venture Agreement, Derek Resources agreed to provide
up to a maximum of Three Million Five Hundred Thousand Dollars (US
$3,500,000) of improvements on or before December 31, 2000, on the Wyoming
Property in exchange for a 75% working interest in the Wyoming Property.
On or about June 12, 2000, Derek Resources announced that they were
attempting to raise CDN$7,596,600.00 through private placement of its
capital stock. On or about June 16, 2000, Derek Resources announced that
it had raised approximately half of the CDN$7,596,600.00. If Derek
Resources meets its financial obligations, the Registrant will have had a
25% working interest in Wyoming Property. If Derek Resources fails to meet
its financial obligations, the Registrant will have had a 100% working
interest in the Wyoming Property.
The ASDAR Agreement. As discussed above, on or about September 20, 2000,
the Registrant entered into an Asset Purchase and Sale Agreement with ASDAR
whereby ASDAR purchased all of Registrant's right and title in the Rising
Agreement and related assets. In exchange, ASDAR issued 5,000,000 of its
common stock to Registrant.
Jack Sha, the President and a director of Registrant is the Secretary and a
director of ASDAR. Mr. Sha executed the Agreement both on behalf of the
Registrant and on behalf of ASDAR. In addition, May Joan Liu, a
shareholder of the Registrant, was issued 500,000 shares of ASDAR's common
stock as a finder's fee for her services relating to the Agreement.
Stephen Nemergut, the President of ASDAR, was issued 25,000 of ASDAR's
shares of common stock as the finder's fee for his services relating to the
Agreement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf of the
undersigned, thereunto duly authorized.
2U Online.com, Inc.
DATED: September 27, 2000 By: /S/ Jack Sha
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Jack Sha, President
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