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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
                                   (MARK ONE)

    X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                                       OR

       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER: 0-28814

                        ASPEN GROUP RESOURCES CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                   YUKON, CANADA                    98-0164357
           (STATE OR OTHER JURISDICTION OF        (I.R.S. EMPLOYER
           INCORPORATION OR ORGANIZATION)        IDENTIFICATION NO.)

                              3300 BANK ONE CENTER
                               100 NORTH BROADWAY
                          OKLAHOMA CITY, OKLAHOMA 73102
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                         TELEPHONE NUMBER (405) 606-8500
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

     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 reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.

     Yes     X          No
            ---            ---

     As  of  May 2, 2001 there were 19,075,657 shares of the Registrant's Common
Stock  outstanding.

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


<PAGE>
                       ASPEN GROUP  RESOURCES CORPORATION

                                      INDEX



     PART  I.  FINANCIAL  INFORMATION                        Page  No.

Item  1.     Condensed Consolidated Financial Statements:

             Condensed  Consolidated  Balance  Sheet as of
             March  31,  2001  (unaudited)                        3

             Condensed  Consolidated  Statements  of
             Operations  for  three  and nine months ended
             March  31,  2001  and  2000  (unaudited)             4

             Condensed  Consolidated  Statements  of  Cash
             Flows  for  the  nine  months ended March 31,
             2001  and  2000  (unaudited)                         5

             Notes  to  Condensed  Consolidated  Financial
             Statements    (unaudited)                            6

Item  2.     Management's  Discussion  and  Analysis  of
             Financial Condition and Results of Operations        6


     PART  11.    OTHER  INFORMATION

Item  1.     Legal  Proceedings                                   7

Item  5.     Other  Information                                   7

Signatures                                                        8


                                      -2-
<PAGE>
<TABLE>
<CAPTION>
PART  I.  FINANCIAL  INFORMATION

        ITEM  1.     CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS


                        ASPEN GROUP RESOURCES CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEET
                          (Expressed in U.S. Dollars)
                                 March 31, 2001
                                  (Unaudited)

                                     ASSETS

<S>                                                      <C>
CURRENT ASSETS:
         Cash                                            $    414,105
         Accounts receivable                                3,633,493
         Materials and supplies inventory                      76,855
                                                         -------------
Total Current Assets                                        4,124,453

PROVED OIL and GAS PROPERTIES (full cost method)
         Net of accumulated depletion of $3,145,355        45,681,226
OFFICE FURNITURE and EQUIPMENT
         Net of accumulated depreciation of $139,504          430,357
OTHER ASSETS                                                    8,880
                                                         -------------
Total Assets                                             $ 50,244,916
                                                         =============

                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
         Accounts payable                                $  1,609,863
         Accrued expenses                                     220,630
         Accrued interest                                     150,593
         Notes payable and current maturities of            5,120,000
         long-term debt                                  -------------

Total Current Liabilities                                   7,101,086
                                                         -------------
LONG-TERM DEBT, LESS CURRENT MATURITIES                     9,764,060


STOCKHOLDERS' EQUITY:
Preferred Stock, no par value, authorized-unlimited,
         none issued                                                -
Common Stock, no par value, authorized-unlimited,
         19,053,844 issued                                 45,617,838
Less subscriptions for 122,535 shares                        (214,436)
Warrants and beneficial conversion feature                    823,695
Accumulated  Deficit                                      (12,847,327)
                                                         -------------
Total Stockholders' Equity                                 33,379,770
                                                         -------------
Total Liabilities and Stockholders' Equity               $ 50,244,916
                                                         =============
</TABLE>

See accompanying notes to these condensed consolidated financial statements


                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                               ASPEN GROUP RESOURCES CORPORATION

                              CONDENSED CONSOLIDATED STATEMENTS OF
                                           OPERATIONS
                                  (Expressed in U.S. Dollars)
                                          (Unaudited)

                                            Three  Months  Ended       Nine  Months  Ended
                                                   March  31                  March  31
                                              2001          2000          2001         2000
                                          ------------  ------------  ------------  -----------
<S>                                       <C>           <C>           <C>           <C>
REVENUE:
      Oil and gas sales                   $ 2,468,596   $   720,017   $ 7,691,651   $2,030,018
      Equipment sales                               -             -             -       19,913
      Other Income                                  -       291,259             -      291,259
                                          ------------  ------------  ------------  -----------
          Total Revenue                     2,468,596     1,011,276     7,691,651    2,341,190
                                          ------------  ------------  ------------  -----------

EXPENSES:
      Oil and gas production                  620,638       168,146     1,964,653      302,966
      Equipment operations                          -             -             -        9,946
      General and administrative              457,213       206,809     1,369,085      669,520
      Depreciation and depletion              426,685        67,178     1,401,989      170,103
                                          ------------  ------------  ------------  -----------
          Total Expenses                    1,504,536       442,133     4,735,727    1,152,535
                                          ------------  ------------  ------------  -----------

INCOME FROM OPERATIONS                        964,060       569,143     2,955,924    1,188,655

Interest and financing expense               (261,859)     (125,003)     (818,529)    (374,086)
                                          ------------  ------------  ------------  -----------
INCOME BEFORE TAX                             702,201       444,140     2,137,395      814,569

INCOME TAXES (None , due to application
        Of prior loss)                              -             -             -            -
                                          ------------  ------------  ------------  -----------
NET INCOME
    BEFORE MINORITY INTEREST                  702,201       444,140     2,137,395      814,569
                                          ------------  ------------  ------------  -----------
MINORITY INTEREST                                   -             -             -      249,259
                                          ------------  ------------  ------------  -----------
NET INCOME                                $   702,201   $   444,140   $ 2,137,395   $  565,310
                                          ============  ============  ============  ===========

NET INCOME PER SHARE                             0.04         0 .04          0.11         0.07
                                          ============  ============  ============  ===========

WEIGHTED AVERAGE                           19,053,844    11,985,341    18,748,230    8,718,972
 SHARES                                   ============  ============  ============  ===========
</TABLE>

See accompanying notes to these condensed consolidated financial statements


                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                        ASPEN GROUP RESOURCES CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Expressed in U.S. Dollars)
                                  (Unaudited)

                                                                               Nine  Months  Ended
                                                                                    March  31,
                                                                                2001          2000
                                                                            ------------  ------------
<S>                                                                         <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net income                                                           $ 2,137,395   $   565,310

       Adjustments to reconcile net cash  provided by operating activities
       Depreciation and depletion                                             1,401,989       170,103
       Changes in operating assets and liabilities
              Accounts payable and accrued liabilities                        1,031,639      (258,762)
              Materials and supplies inventory                                      449        20,345
              Accounts receivable and other prepaids                         (1,847,976)     (329,279)
              Other                                                              62,500        18,291
                                                                            ------------  ------------
       Net cash provided by operating activities                              2,785,996       186,008
                                                                            ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
               Proceeds from sale of oil & gas properties                       210,724             -
               Oil & gas properties purchased                                (2,656,324)   (6,014,782)
               Exploration & development cost capitalized                    (2,068,402)            -
               Additions to office furniture and equipment                     (227,848)      (88,283)
                                                                            ------------  ------------
       Net cash used by investing activities                                 (4,741,850)   (6,103,065)
                                                                            ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
              Sale of common stock and exercise of warrants                     238,500     2,886,342
              Proceeds from long-term debt                                    2,368,712     3,618,601
              Cash obtained in acquisition of
              East Wood Energy Venture, Inc.                                          -        66,816
              Costs related to sale of stock and notes                          (81,287)      (76,178)
              Repayment of notes payable                                       (275,212)            -
              Retirement of common stock                                       (200,000)            -
                                                                            ------------  ------------
       Net cash provided by financing activities                              2,050,713     6,495,581
                                                                            ------------  ------------
INCREASE IN CASH                                                                 94,859       578,524

CASH - Beginning of period                                                      319,246         9,083
                                                                            ------------  ------------
CASH - End of period                                                        $   414,105   $   587,607
                                                                            ============  ============
SUPPLEMENTAL INFORMATION
Cash paid for interest                                                      $   261,859   $   374,086
Oil and gas properties acquired with stock and warrants                       2,220,000    19,135,228
Oil and gas properties acquired with note payable                               450,000           -0-
Acquisition consulting fees paid in stock                                        30,500       367,083
Related party advances and accrued salaries paid in stock                           -0-       500,000
</TABLE>

See accompanying notes to these condensed consolidated financial statements


                                      -5-
<PAGE>
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)
                                   (Unaudited)

(A)  Nature  of  Business  and  Basis  of  Preparation  and  Presentation

Aspen  Group  Resources Corporation's (the "Company") primary strategic business
focus  is  to  build value through the development of its existing producing Oil
and  Gas  Properties  by  conducting  an  active  exploitation  program on these
Properties and pursuing the acquisition, development and exploitation of Oil and
Gas  Properties  that  offer  the  potential  for  increased  production  while
continuing  to  control  costs.

The  Condensed  Consolidated  Financial  Statements  of  Aspen  Group  Resources
Corporation  and  Subsidiaries  (collectively  "Aspen  Group"  or the "Company")
included  herein  have  been  prepared  by  Aspen  Group without audit.  Certain
information  and  footnote disclosures normally included in financial statements
prepared  in  accordance with generally accepted accounting principles have been
condensed  or  omitted, since Aspen Group believes that the disclosures included
are  adequate  to make the information presented not misleading.  In the opinion
of  Management,  the  Condensed  Consolidated  Financial  Statements include all
adjustments  consisting  of  normal  recurring  adjustments necessary to present
fairly  the  financial  position, results of operations and cash flows as of the
dates  and  for  the  periods presented.  These Condensed Consolidated Financial
Statements  should  be  read  in  conjunction  with  the  Consolidated Financial
Statements  and  the  notes  thereto included for the fiscal year ended June 30,
2000.

(B)  Earnings  per  Share

Diluted earnings per share for the Three and Nine Month Periods ending March 31,
2001  and  2000 are the same as basic earnings per share because the exercise of
potentially  dilutive  securities  would  not  have  a  significant  effect.

(C)  Common  Stock

During the Three Month Period ended March 31, 2001, the Company issued no shares
of  common  stock.

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

Results  of  Operations

Three  Months  Fiscal  2001  and  Three  Months  Fiscal  2000

     During the three months ended March 31, 2001, Aspen Group earned net income
of  $702,201  which  compares to net income of $444,140 during the  third  three
months of Fiscal 2000. The increase in earnings is a result of increased product
prices  as  well  as  additional property acquisition and development.  Earnings
before interest, taxes, depreciation and amortization  was  $1,390,745  for  the
three months  ended March 31, 2001 compared to $636,321  for  the  three  months
ended  March  31,  2000,  an  increase  of  119%.

     Oil  and  gas  sales  increased to $2,468,596 during the three months ended
March  31, 2001, an increase of $1,748,579 or 243%, compared to last year.  This
increase  reflects the results of oil and gas properties acquired and/or drilled
during  the  last  year.  The Properties which are located in Alabama, Arkansas,
California,  Louisiana,  Michigan,  Mississippi,  Montana, New Mexico, Oklahoma,
Texas  and  Wyoming  represent additional interests in 885 Producing Oil and Gas
Properties,  making the total Properties currently owned of approximately 1,450.

     General  and  administrative  expenses  increased  approximately  121%  to
$457,213  during  the  three months ended March 31, 2001.  The increase reflects
the expansion of Staff related to the operation of the additionally acquired Oil
and  Gas  Properties.

Nine  Months  Fiscal  2001  and  Nine  Months  Fiscal  2000

     During  the nine months ended March 31, 2001, Aspen Group earned net income
of $2,137,395 which compares to net income of  $565,310 during  the  first  nine
months  of  Fiscal  2000.  The  increase  in  earnings  is  a  result


                                      -6-
<PAGE>
of  increased  product prices, the acquisition of the minority interest, as well
as  additional  property  acquisition and development. Earnings before interest,
taxes,  depreciation  and  amortization was $4,357,913 for the nine months ended
March  31,2001  compared to $1,358,758 for the nine months ended March 31, 2000,
an  increase  of  221%.

     Oil  and  gas  sales  increased  to $7,691,651 during the nine months ended
March  31, 2001, an increase of $5,661,633 or 279%, compared to last year.  This
increase  reflects the results of oil and gas properties acquired and/or drilled
during  the  last  year.  The Properties which are located in Alabama, Arkansas,
California,  Louisiana,  Michigan,  Mississippi,  Montana, New Mexico, Oklahoma,
Texas  and  Wyoming  represent additional interests in 885 Producing Oil and Gas
Properties,  making  the  total  Properties currently owned approximately 1,450.

     General  and  administrative  expenses  increased  approximately  104%  to
$1,369,085  during  the nine months ended March 31, 2001.  The increase reflects
the expansion of Staff related to the operation of the additionally acquired Oil
and  Gas  Properties.


Liquidity  and  Capital  Resources

     As  of  March 31, 2001, Aspen Group Resources has a working capital deficit
of  $2,976,633  calculated by subtracting current liabilities of $7,101,086 from
current  assets  of  $4,124,453.  Aspen  Group  Resources intends to finance its
development  activities  with  the proceeds from private placements, exercise of
warrants  and traditional bank debt.  No assurance can be given that the Company
will  be  successful  in  these  efforts.



PART  II.  OTHER  INFORMATION

Item  1.  Legal  Proceedings

     As  of  the  date  of  this  filing, there are no legal proceedings pending
against  Aspen  Group  Resources,  that  in  Management's  opinion  would have a
material  adverse  effect  on  the  Company's  Financial  position.


Item  2.  Changes  In  Securities  and  Use  of  Proceeds
     None


Item  5.  Other  Information

Safe  Harbor  Statement  under  the  Private  Securities  Litigation  Reform
Act  of  1995:

     Certain  statements in this filing, and elsewhere (such as in other filings
by  Aspen  Group Resources with the Commission, press releases, presentations by
Aspen  Group  Resources  or  its  Management  and  oral  statements)  constitute
"Forward-Looking  Statements"  within  the  meaning  of  the  Private Securities
Litigation  Reform  Act  of 1995.  Such Forward-Looking Statements involve known
and  unknown  risks,  uncertainties and other factors which may cause the actual
results,  performance  or achievements of Aspen Group Resources to be materially
different  from  any  future  results,  performance or achievements expressed or
implied  by  such Forward-Looking Statements.  Such factors include, among other
things,  (i)  significant  variability  in  Aspen Group's quarterly revenues and
results  of operations as a result of variations in the Aspen Group's production
in a particular quarter while a significant percentage of its operating expenses
are  fixed  in advance,  (ii) changes in the prices of oil and gas,  (iii) Aspen
Group's  ability to obtain capital and (iv) other risk factors commonly faced by
small  oil  and  gas  companies.


                                      -7-
<PAGE>
SIGNATURES

     Pursuant  to  the  requirement  of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

Dated:  May  11,  2001


                         ASPEN  GROUP  RESOURCES  CORPORATION
                         (Registrant)


                         /s/  Jack  E.  Wheeler
                         Jack  E.  Wheeler
                         Chief  Executive  Officer


                                      -8-
<PAGE>