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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ASDAR GROUP
(Name of Issuer)
$0.001 par value common stock
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(Title of Class of Securities)
043650 30 8
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(CUSIP Number)
Attn: Jack Sha
1281 Alberni St. Suite 806
Vancouver, BC Canada V6E 4N5
(604) 664-0482
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 21, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because Rule 13d-1(b) (3) or (4),
check the following box [ ].
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SCHEDULE 13D
CUSIP No. 043650 30 8 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON
2U Online.com, Inc. E.I.N. 52-2132622
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2 (e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
5,000,000 Shares
NUMBER -----------------------------------------------------------
OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY Not Applicable
OWNED BY -----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,000,000 Shares
PERSON -----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
Not Applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.75%
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14 TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer
This statement relates to the common stock, par value $0.001 per share
("Common Stock"), of ASDAR Group, a Nevada corporation (the "Company").
The address of the principal executive offices of the Company is 1239 West
Georgia Street, Suite 3004, Vancouver, BC, V6E 4R8.
Item 2. Identity and Background
This Schedule 13D is filed on behalf of 2U Online.com, Inc., a Delaware
corporation ("2U Online"). The business address of 2U Online is 1288
Alberni Street, Suite 806, Vancouver, British Columbia, Canada V6E 4N5.
The principal business of 2U Online is to conduct its Internet-related
activities, including, but not limited to, managing and maintaining a
Greeting Card website through its subsidiary, CardStakes.com, Inc. 2U
Online also owns interests in potential oil and/or gas producing
properties.
The executive officers and directors of 2U Online are as follows:
Name and Address Position
--------------------------------- ------------------------------------
Jack Sha President and a Director
5550 Cambie Street, Suite 306
Vancouver, British Columbia
V5Z 3A2
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Ferdinand Marehard Secretary/Treasurer
1270 Robson Street, Suite 406 and Director
Vancouver, British Columbia
V6E 3Z6
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The controlling shareholders of 2U Online are as follows:
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Name Number of Shares Owned/Percentage
of Issued and Outstanding
--------------------------------- ------------------------------------
Rising Phoenix Development 3,800,000/18.8%
Group, Ltd.
--------------------------------- ------------------------------------
Compte De Siergh Accomodative 6,000,000/29.7%
Edifico MarVella Tower II,
Calle 54 OBARRIO
Planta Baja, Local #2,
Panama City, Panama
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None of 2U Online's officers or directors have, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), nor has any such officer or director been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as the result of which such officer or director was or is
subject to a judgement, decree or final order enjoining future violations
of, or prohibiting or mandating activity subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The filing of this statement is necessitated by the acquisition by 2U
Online of 5,000,000 shares of the common stock of the Company (the "Subject
Shares"). The Subject Shares were issued to 2U Online in exchange for 2U
Online's right and interest in the Rising Agreement (more particularly
described below).
The Rising Phoenix Agreement. On November 15, 1999, 2U Online 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 of
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, 2U Online paid Rising Phoenix seventy-
five thousand dollars ($75,000.00) 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 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 Company will have a 25%
working interest in the Wyoming Property. If Derek Resources fails to meet
its financial obligations, the Company will have had a 100% working
interest in the Wyoming Property.
The ASDAR Agreement. As discussed above, on or about September 20,2000,
the Company entered into an Asset Purchase and Sale Agreement with 2U
Online whereby the Company purchased all of 2U Online's right and title in
the Rising Agreement and related assets. In exchange, the Company issued
5,000,000 of its common stock to 2U Online.
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Jack Sha, the President and a director of 2U Online is the Secretary and a
director of the Company. Mr. Sha executed the Agreement both on behalf of
the Company and on behalf of 2U Online. In addition, May Joan Liu, a
shareholder of 2U Online, was issued 475,000 shares of the Company's common
stock as a finder's fee for her services relating to the Agreement.
Stephen Nemergut, the Company's President, was issued 25,000 of the
Company's shares of common stock as a finder's fee for his services
relating to the Agreement.
Item 4. Purposes of the Transaction.
The Company and 2U Online entered into the transaction because the Company
was interested in acquiring the assets in the Wyoming Property. 2U Online
entered into the transaction because 2U Online has determined that it is
the best interests of 2U Online and its shareholders to focus on its
Internet-related activities. At this time, 2U Online does not have any
plans to:
(a) acquire additional securities of the Company, or the dispose of the
securities of the Company;
(b) cause the Company to enter into a transaction, such as a merger,
reorganization or liquidation
(c) cause the Company to sell or transfer a material amount of its assets
or any of its subsidiaries;
(d) change the present board of directors or management of the Company,
including any plans or proposals to change the number of term of
directors or to fill any existing vacancies on the board;
(e) cause a material change in the present capitalization or dividend
policy of the Company;
(f) cause any other material change in the Company's business or corporate
structure;
(g) cause changes in provisions in the Company's Articles of Incorporation
or bylaws;
(h) cause a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) cause a class of equity securities of the Company to become eligible
for termination of registration pursuant to Section 12 (g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) cause any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) 2U Online beneficially owns 5,000,000 shares of the Company's common
stock, which represents approximately 48.75% of the outstanding shares
of the Company's common stock. 2U Online has the power to vote such
shares of common stock.
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(b) 2U Online has sole voting power over 5,000,000 shares of the common
stock and does not share voting power over any shares of the common
stock. 2U Online has sole dispositive power over the 5,000,000 shares
of common stock and does not share dispositive power over any shares
of the common stock.
(c) Except for the acquisition of the 5,000,000 shares reported on this
Schedule 13D, in the past 60 days, 2U Online has not engaged in any
transactions in respect of shares of the Company's common stock.
(d) With respect to the 5,000,000 shares of common stock owned directly by
2U Online, 2U Online has the right to receive any dividends on or the
proceeds from the sale of any such shares.
(e) Not applicable.
Item 6. Contracts, Arrangements Understandings or Relations with Respect
to the Securities of the Issuer.
Jack Sha, the President and a director of 2U Online is the Secretary and a
director of the Company. Mr. Sha executed the Agreement both on behalf of
the Company and on behalf of 2U Online. In addition, May Joan Liu, a
shareholder of 2U Online, was issued 475,000 shares of the Company's common
stock as a finder's fee for her services relating to the Agreement.
Stephen Nemergut, the Company's President, was issued 25,000 of the
Company's shares of common stock as a finder's fee for his services
relating to the Agreement.
Except as disclosed above, there are no other contracts, arrangements,
understandings or relations with respect to the securities of the Company.
Item 7. Material to be filed as Exhibits.
7.1 Asset Purchase and Sale Agreement by and among the Company and 2U
Online dated September 20, 2000.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: September 27, 2000 2U Online.com, Inc.
By: /S/ Jack Sha
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Jack Sha
Its: President and Director
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