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

                                  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 JUNE 30, 2002
                                       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 August 13, 2002 there were 39,093,755 shares of the Registrant's
Common Stock issued and 39,378,039 shares outstanding.
--------------------------------------------------------------------------------



--------------------------------------------------------------------------------
                                                                          Page 1
<PAGE>
<TABLE>
<CAPTION>

ASPEN GROUP RESOURCES CORPORATION

INDEX




                                                                   PAGE NO.
<S>                                                                <C>
PART I.  FINANCIAL INFORMATION

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of
June 30, 2002 (unaudited) and December 31, 2001 (audited)                 3

Condensed Consolidated Statements of Operations for the
six months ended June 30, 2002 and 2001 (unaudited)                       4

Condensed Consolidated Statements of Cash Flows for the
six months ended June 30, 2002 and 2001(unaudited)                        5

Notes to Condensed Consolidated Financial Statements (unaudited)        6-8

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS                             8




PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings                                             8

Item 4.     Submissions of Matters to a Vote of Security Holders        8-9

Item 5.     Other Information                                             9

Signatures                                                               10
</TABLE>


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                                                                          Page 2
<PAGE>
<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION
ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                        ASPEN GROUP RESOURCES CORPORATION
                                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                           JUNE 30, 2002   (UNAUDITED)
                                            (EXPRESSED IN US DOLLARS)

                                                      ASSETS
                                                      ------


                                                                             June 30,2002    December 31,2001
                                                                             (Unaudited)        (Audited)
<S>                                                                         <C>             <C>
CURRENT ASSETS:
     Cash and cash equivalents                                              $      32,628   $          50,600
     Accounts receivable                                                        2,894,167           2,427,255
     Advances to operators                                                         64,273                   -
     Due from related companies                                                   100,687                   -
     Materials and supplies inventory                                             480,198             475,327
     Prepaid expenses                                                             484,528             283,487
                                                                            --------------  ------------------
          TOTAL CURRENT ASSETS                                                  4,056,481           3,236,669

PROVED OIL & GAS PROPERTIES (FULL COST METHOD)
     Net of accumulated depletion of $12,223,558 (12/31/01 - $4,815,423)       59,640,422          49,638,972
PROPERTY AND EQUIPMENT
     Net of accumulated depreciation of $2,328,746 (12/31/01 - $2,249,246)      2,569,145           2,515,893
OTHER ASSETS
     Notes receivable                                                                   -             100,000
     Note receivable - related party                                                    -             125,000
     Non-marketable security                                                      236,119             236,119
     Deposits and other assets                                                     61,067             214,378
     Investments and advances                                                   1,057,345                   -
                                                                            --------------  ------------------

          TOTAL ASSETS                                                      $  67,620,579   $      56,067,031
                                                                            ==============  ==================

                                     LIABILITIES AND STOCKHOLDERS' EQUITY
                                     ------------------------------------

CURRENT LIABILITIES:
-------------------
     Accounts payable                                                       $   3,562,075   $       2,854,180
     Accrued expenses                                                              43,001             263,433
     Due to related company                                                       131,377                   -
                                                                            --------------  ------------------
                                                                                3,736,453           3,117,613
     Current maturities of long-term debt                                       3,236,295           5,820,077
                                                                            --------------  ------------------
        TOTAL CURRENT LIABILITIES                                               6,972,748           8,937,690

LONG-TERM DEBT, LESS CURRENT MATURITIES                                        16,422,390          12,848,399
PROVISION FOR SITE RESTORATION                                                    244,616                   -
DEFERRED INCOME TAXES                                                             935,114                   -
                                                                            --------------  ------------------
          TOTAL LIABILITIES                                                    24,574,868          21,786,089
                                                                            --------------  ------------------

STOCKHOLDERS' EQUITY:
     Preferred stock, no par value, authorized-unlimited, issued-none
     Common stock, no par value, authorized-unlimited,
     Issued - 39,423,037 shares (2001 - 20,204,157 shares)                     57,696,210          46,943,541
     Less subscriptions for 122,535 shares                                       (214,436)           (214,436)
     Warrants and beneficial conversion feature                                   823,695           1,305,236
     Accumulated deficit                                                      (15,259,758)        (13,753,399)
                                                                            --------------  ------------------
          TOTAL STOCKHOLDERS' EQUITY                                           43,045,711          34,280,942
                                                                            --------------  ------------------

          Total Liabilities and Stockholders' Equity                        $  67,620,579   $      56,067,031
                                                                            ==============  ==================
<FN>
See accompanying notes to these Condensed Consolidated Financial Statements
</TABLE>


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                                                                          Page 3
<PAGE>
<TABLE>
<CAPTION>
                                                 ASPEN GROUP RESOURCES CORPORATION
                                         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                           (UNAUDITED)
                                                    (EXPRESSED IN US DOLLARS)


                                             Period from         Period from         Period from         Period from
                                            April 1, 2002       April 1, 2001      January 1, 2002     January 1, 2001
                                           to June 30, 2002    to June 30, 2001    to June 30, 2002    to June 30, 2001
                                             (Unaudited)         (Unaudited)         (Unaudited)         (Unaudited)
<S>                                       <C>                 <C>                 <C>                 <C>
REVENUE:
Oil and gas sales                         $       2,164,776   $       2,363,789   $       4,281,741   $       4,832,385
Product and service revenues                        228,591             493,834             437,784             493,834
                                          ------------------  ------------------  ------------------  ------------------
Total revenue                                     2,393,367           2,857,623           4,719,525           5,326,219
                                          ------------------  ------------------  ------------------  ------------------

EXPENSES:
Oil and gas production                            1,075,938             822,897           2,138,791           1,443,535
Operating expenses                                  200,937             353,815             443,738             353,815
General and administrative                          842,762             646,125           1,491,698           1,103,338
Depreciation and depletion                          811,564             839,157           1,665,333           1,265,842
                                          ------------------  ------------------  ------------------  ------------------
Total expenses                                    2,931,201           2,661,994           5,739,560           4,166,530
                                          ------------------  ------------------  ------------------  ------------------

EARNINGS (LOSS) FROM OPERATIONS                    (537,834)            195,629          (1,020,035)          1,159,689

OTHER
Interest and financing expense                     (241,263)           (266,757)           (442,743)           (528,616)
Provision for write down of investments            (221,082)                  -            (221,082)                  -
Other                                                     -              34,479                   -              34,479
                                          ------------------  ------------------  ------------------  ------------------

EARNINGS (LOSS) BEFORE INCOME
   TAXES AND MINORITY INTEREST                   (1,000,719)            (36,649)         (1,683,860)            665,552

Income Tax Benefit                                   88,427                   -             177,503                   -
Minority Interest                                         -                (222)                  -                (222)
                                          ------------------  ------------------  ------------------  ------------------

NET EARNINGS (LOSS)                       $        (911,752)  $         (36,871)  $      (1,506,357)  $         665,330
                                          ==================  ==================  ==================  ==================

NET EARNINGS (LOSS) PER SHARE             $           (0.02)  $            0.00   $           (0.04)  $            0.04

WEIGHTED AVERAGE SHARES                          37,304,287          17,247,973          36,309,400          14,261,516

<FN>
See accompanying notes to these Condensed Consolidated Financial Statements
</TABLE>


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                                                                          Page 4
<PAGE>
<TABLE>
<CAPTION>
                                               ASPEN  GROUP  RESOURCES  CORPORATION
                                         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                            (UNAUDITED)
                                                    (EXPRESSED IN US DOLLARS)


                                                            Period from      Period from       Period from         Period from
                                                           April 1, 2002    April 1, 2001    January 1, 2002     January 1, 2001
                                                                to               to                 to                 to
                                                           June 30, 2002    June 30, 2001    to June 30, 2002     June 30, 2001
                                                            (Unaudited)      (Unaudited)       (Unaudited)         (Unaudited)
<S>                                                       <C>              <C>              <C>                 <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
   Net income (loss)                                      $     (911,752)  $      (36,871)  $      (1,506,357)  $        665,330
   Adjustments to reconcile net income
       (loss) to net cash provided by (used
       in) operating activities:
   Deferred income tax benefit                                   (88,427)               -            (177,503)                 -
   Depreciation and depletion                                    799,601          839,157           1,644,148          1,265,842
   Site restoration                                               11,963                -              21,185                  -
   Provision for write down of investment                        221,082                -             221,082                  -
   Minority interest                                                   -              222                   -                222
   Common stock and warrants issued for
      services and other expenses                                      -           66,500              36,000             66,500
                                                          ---------------  ---------------  ------------------  -----------------
   Cash flow from operations                                      32,467          869,008             238,555          1,997,854
   Change in assets and liabilities net of
   effects from:
   Accounts receivable                                           207,869        1,092,543             545,888            969,104
   Materials and supplies inventory                               (2,801)          13,072              (4,871)            13,072
   Accounts payable and accrued liabilities                   (1,654,709)         529,095          (1,888,967)           972,497
   Prepaid expenses                                             (182,614)         (43,030)           (265,314)           (43,030)
   Other                                                        (339,922)        (165,164)            (98,273)          (165,161)
                                                          ---------------  ---------------  ------------------  -----------------
   Net cash provided by (used by) operating activities        (1,939,710)       2,625,852          (1,472,982)         4,074,698
                                                          ---------------  ---------------  ------------------  -----------------

CASH FLOWS FROM FINANCING
ACTIVITIES
   Sale of common stock and exercise of warrants                       -        1,845,000                   -          1,845,000
   Retirement of common stock                                          -          200,000                   -            200,000
   Cash acquired in acquisition                                    8,540                -               8,540                  -
   Costs related to sale of stock and issuance of notes           16,695         (567,156)            (43,695)          (614,913)
   Issuance of notes payable and long-term debt                2,327,720        2,550,030           2,327,720          3,000,030
   Repayment of notes payable and long-term debt                       -         (184,433)            (46,609)          (184,433)
   Advances from (repayments to) related parties                       -          200,000                   -            200,000
                                                          ---------------  ---------------  ------------------  -----------------
   Net cash provided by financing activities                   2,319,565        4,043,441           2,238,256          4,445,684
                                                          ---------------  ---------------  ------------------  -----------------

CASH FLOWS FROM INVESTING
ACTIVITIES
   Purchase of United Cementing & Acid Co. Inc.                        -       (1,250,000)                  -         (1,250,000)
   Issuance of notes receivable - related party                        -         (125,000)                  -           (125,000)
   Issuance of notes receivable                                        -         (303,000)                  -           (303,000)
   Proceeds from sale of oil and gas properties                        -          (42,452)            201,114            (33,311)
   Oil and gas properties purchased                                    -       (3,401,682)                  -         (3,920,053)
   Other assets                                                  (50,950)               -             (50,950)                 -
   Exploration and development cost capitalized                 (320,404)        (884,945)           (933,410)        (1,821,835)
   Acquisitions of office furniture and equipment                      -          227,848                   -            169,239
   Acquisition of property and equipment                               -         (396,373)                  -           (396,373)
                                                          ---------------  ---------------  ------------------  -----------------
   Net cash used by investing activities                        (371,354)      (6,175,604)           (783,246)        (7,680,333)
                                                          ---------------  ---------------  ------------------  -----------------

NET INCREASE (DECREASE)                                            8,501          493,689             (17,972)           840,049

Cash and cash equivalents -
Beginning of period                                               24,127          414,105              50,600             67,745
                                                          ---------------  ---------------  ------------------  -----------------

CASH AND CASH EQUIVALENTS
    - END OF PERIOD                                       $       32,628   $      907,794   $          32,628   $        907,794
                                                          ===============  ===============  ==================  =================
</TABLE>

SUPPLEMENTAL INFORMATION (SEE NOTE 4D)

See accompanying notes to these Condensed Consolidated Financial Statements


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                                                                          Page 5
<PAGE>
                        ASPEN GROUP RESOURCES CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                           (EXPRESSED IN U.S. DOLLARS)


(A)  NATURE  OF  BUSINESS  AND  BASIS  OF  PREPARATION  AND  PRESENTATION

NATURE  OF  BUSINESS
     Aspen  Group  Resources  Corporation's  (the  "Company"  or  "Aspen Group")
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 in both the United
States  and  Canada  that  offer  the  potential  for increased production while
continuing  to  control  cost.

FINANCIAL  STATEMENT  PRESENTATION
     The  Condensed  Consolidated  Financial Statements of Aspen Group Resources
Corporation  and  Subsidiaries  (collectively  the  "Company"  or "Aspen Group")
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 U. S. 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 December 31,
2001.

ACQUISITION  OF  UNITED  CEMENT  AND  ACID  COMPANY
     On  January  1,  2002,  the  Company  purchased 875 Shares of United from a
Director  of  the  Company  for  $312,500.  The  repurchased  Shares  represent
approximately  25%  of  United's  outstanding  securities making United a wholly
owned  subsidiary  of  the  Company.

ACQUISITION  OF  ASPEN  ENDEAVOUR  RESOURCES  INC. (FORMERLY ENDEAVOUR RESOURCES
INC.)
     On March 6, 2002 the Company completed the acquisition of 100% of Endeavour
Resources  Inc.  ("Endeavour")  in  exchange for 11,944,809 common shares of the
Company together with share purchase warrant to purchase an additional 5,972,403
common  shares  of  the Company.  Each whole share purchase warrant entitles the
holder  to  purchase  one  common share of the Company at a price of $1.25 until
September  30,  2002,  or $1.75 thereafter until June 30, 2003. In addition, the
Company  acquired  common  share  purchase  warrants  of Endeavour entitling the
holder  to acquire approximately 3,750,000 additional shares of Endeavour common
stock.  In  exchange  for  these  warrants,  the  Company issued 890,625 Class B
common  share  purchase  warrants (Class B Warrants), each whole Class B Warrant
entitling the holder to purchase one share of the common stock of the Company at
a  price  of  $1.33 per share.  These Class B Warrants expired on June 28, 2002.
The Endeavour common stock and warrants are herein referred to as the "Endeavour
Securities".  Endeavour  is a Calgary based oil and gas company actively engaged
in  the exploration and development of oil and natural gas in Western Canada and
Southern  United  States.

Aspen acquired Endeavour in order to increase its oil and gas production, and to
acquire  the  potential  of  the  oil  and  gas  production  in Canada.  Aspen's
management  views  the  acquisition  of  Endeavour  as an opportunity to acquire
competent  and  experienced management personnel in Canada, along with access to
the Canadian market place through increased market recognition from the Canadian
oil  and  gas  properties  of  Endeavour.

On June 7, 2002, Endeavour received a Certificate of Amendment changing its name
to  Aspen  Endeavour  Resources  Inc.

(B)  EARNINGS  PER  SHARE

     Diluted  earnings  per  share for the six month period ending June 30, 2002
and  2001  are  the  same  as  basic  earnings per share because the exercise of
potentially  dilutive  securities  would  not  have  an  effect.


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                                                                          Page 6
<PAGE>
<TABLE>
<CAPTION>

(C)  COMMON STOCK ISSUED                    2002                     2001
                                            ----                     ----
                                   NUMBER OF                NUMBER OF
                                     SHARES      AMOUNT       SHARES      AMOUNT
                                   ------------------------------------------------
<S>                                <C>         <C>          <C>         <C>

Balance, beginning of period       20,204,157  $46,943,541  19,075,657  $45,935,125
TRANSACTIONS DURING THE PERIOD
  Endeavour acquisition            11,944,809    6,689,093           -            -
  Retirement of note payable        3,857,143    3,063,000           -            -
  Granted to employees                 47,428       36,000           -            -
  Warrants converted                  544,500      481,541           -            -
  Shares for property acquisition   2,825,000      483,035           -            -
                                   ------------------------------------------------
BALANCE, END OF PERIOD             39,423,037  $57,696,210  19,075,657  $45,935,125
                                   ================================================
</TABLE>


(D)  OPERATIONS

     The  Company's  operations  are  carried  on  in  the  following geographic
locations.  The  2001  proforma  numbers  reflect  the  acquisition of Endeavour
Resources  Inc.  as  if  it  had  occurred  on  January  1,  2001.


<TABLE>
<CAPTION>

JUNE 30, 2002                                         US ($)     CANADA ($)    TOTAL ($)
<S>                                                 <C>          <C>          <C>
Total assets                                        55,143,038   12,477,541   67,620,579
Gross revenue                                        3,561,327    1,158,198    4,719,525
Net earnings (loss)                                 (1,130,637)    (375,720)  (1,506,357)
Earnings (loss) per share                                 (.03)        (.01)        (.04)

JUNE 30, 2001 PRO-FORMA
Total assets                                        54,852,919   10,842,080   65,694,999
Gross revenue                                        5,326,219    2,058,579    7,384,798
Net income                                             665,330      441,393    1,106,723
Earnings per share                                         .02          .01          .03
</TABLE>

<TABLE>
<CAPTION>
CONDENSED  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
Supplemental  Information
                                                                PERIOD FROM       PERIOD FROM
                                                               APRIL 1, 2002    JANUARY 1, 2002
                                                              TO JUNE 30, 2002  TO JUNE 30, 2002
                                                              ----------------  ----------------
<S>                                                           <C>               <C>
Cash paid for interest                                                  39,783           349,161
Conversion of payables and other liabilities to common stock                 -         3,063,000
Oil and gas property acquired with common stock                        483,036
Purchase of Endeavour Resources Inc.:
  Current assets, net of cash acquired                                       -         1,334,569
  Oil and gas properties, net                                                -         9,855,041
  Office furniture and equipment, net                                        -            42,258
  Other assets                                                               -         1,062,033
  Liabilities                                                                -         5,667,243
</TABLE>

(E)  RELATED  PARTY  TRANSACTION

     During  the  six  month  period  ended  June  30,  2002,  legal expenses of
$82,851.48  were  paid  to  a  firm  for which one of the Directors is a Member.

     During  the  six  month period ended June 30, 2002, the Company purchased a
working  interest  in  certain  oil  and  gas  properties from a third party for
consideration  of  2,825,000  common  shares.  Of  these  shares, 1,500,000 were
directly issued to a former director of the Company to settle a third party debt
between  the  vendor  of  the  properties  and  the  former  director.

     The  Canadian  subsidiary,  Aspen  Endeavour  Resources Inc. has contracted
certain  services  from  companies  related by common management for general and
administrative,  land,  development  and exploration services.  The total amount
charged  during  the  period ended June 30, 2002 total $231,676.  As at June 30,
2002,  $27,274  are due from these related parties and $131,377 are due to these
related  parties.


--------------------------------------------------------------------------------
                                                                          Page 7
<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
RESULTS  OF  OPERATIONS

RESULTS OF OPERATIONS

FIRST SIX MONTHS FISCAL 2002 AND SIX MONTHS 2001

     During  the  six  months ended June 30, 2002, Aspen Group had a net loss of
$1,506,357  compared to net income of $665,330 during the first six months ended
June  30,  2001.  Earnings  before  interest,  taxes, depreciation and other was
$645,298  for  the six months ended June 30, 2002 compared to $2,425,531 for the
six  months  ended June 30, 2001.  Gross revenues decreased to $4,719,525 during
the  six months ended June 30, 2002, a decrease of $606,694 or 11.4% compared to
the  same  period in 2001.  These decreases are a direct result of a decrease in
commodity  prices  for  the  same period along with the record inclimate weather
experienced  in  Kansas and Oklahoma during the six month period which decreased
production  in  those  specific  areas.

     General  and  administrative  expenses  increased  approximately  35.2%  to
$1,491,698  during the six months ended June 30, 2002. The increase reflects the
expansion  of  staff  related  to  the  operation  of  the  acquired oil and gas
properties  acquired  in  the  year  ended 2001 and the acquisition of Endeavour
Resources  Inc.

     Depreciation  and  depletion  costs  have  increased by 31.6% to $1,665,333
which  correlates  to  the  overall  increased  production  during the period as
compared  to  the  prior  year.

     Interest  and  financing  expenses  have  decreased  due  to the decline in
interest  rates.

FIRST  SIX  MONTHS  FISCAL  2002  AND  SIX  MONTHS  2001  (PROFORMA)

     The  proforma  information  shown  under  Item  1(D) Operations for the six
months ended June 30, 2001, reflects the acquisition of Endeavour Resources Inc.
as  if it had occurred on January 1, 2001.  During the six months ended June 30,
2002  gross  revenue  and  net  income  decreased  to  $4,719,525  and a loss of
$1,506,357 ($.04 per share) compared to the proforma June 30, 2001 of $7,384,798
and  a  profit  of  $1,106,723  ($.03  per share).  This is a direct result of a
decrease  in  commodity  prices  for  the  same  period.

LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  June  30,  2002,  Aspen  Group  has  a  working  capital deficit of
$2,916,267 compared to a working capital deficit of $4,828,747 at March 31, 2002
and  $5,701,021  at  December  31,  2001.  Aspen  Group  intends  to finance its
development activities with cash flow, as well as with the proceeds from private
placements, exercise of warrants, traditional bank debt and the sale of non-core
assets.  No  assurance can be given that the Company will be successful in these
efforts.

PART II.  OTHER  INFORMATION

ITEM 1.  LEGAL  PROCEEDINGS

     The Company and its subsidiaries, through the performance of its operations
in  the  normal  course,  are  sometimes named as defendants in litigation.  The
nature  of  these  claims  is  usually  related to disputes arising from service
provided  by outside contractors.  The Company's management does not expect that
the  results  of any of these proceedings will have a material adverse effect on
the  Company's  financial  position.

ITEM  4.  SUBMISSIONS  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

The Company held its Annual and Special Meeting of Shareholders on May 31, 2002,
for  the purposes of a) appointing auditors and authorizing the directors to fix
their  remuneration;  b)  the  election  of  seven directors; c)  to approve the
issuance  of  common  shares or securities convertible into common shares during
the  ensuing twelve month period; d) to approve an amendment to the Stock Option
Plan  to increase the number of shares available for issuance; e) to approve the
granting  of  specific  stock options, which stock options, at the time of their
original  grant  by  the  board of directors of the Corporation, resulted in the
maximum  number  of  options  granted  under said Plan to be exceeded; and f) to
approve  a  resolution  to  re-price  specific  stock  options granted under the
Corporation's  Stock  Option  Plan.


--------------------------------------------------------------------------------
                                                                          Page 8
<PAGE>
a)  The  appointment  of Lane Gorman Trubitt, L.L.P. as independent auditors was
approved  by  the  following  vote:

----------     --------
Voted  For     Withheld
----------     --------
29,069,238     79,422
----------     ------

b)  Of  the  original  slate  of  nominees  for directors as listed in the proxy
statement, three nominees declined to stand for nomination prior to the meeting.
An  amended  slate  of directors was named and the following were elected as new
members  to  the  board  with  the  following  vote:

---------------------  --------------  --------
Name                    Voted  For     Withheld
---------------------  --------------  --------
Robert L. Calentine         9,645,483         0
---------------------  --------------  --------
Robert D. Cudney            9,645,483         0
---------------------  --------------  --------
James A. Unger              9,645,483         0
---------------------  --------------  --------

The following incumbent directors were re-elected with the following vote:

---------------------  --------------  --------
Name                     Voted  For    Withheld
---------------------  --------------  --------
Lenard  Briscoe             9,645,483         0
---------------------  --------------  --------
Wayne  T.  Egan             9,645,483         0
---------------------  --------------  --------
Randall  B.  Kahn           9,645,483         0
---------------------  --------------  --------
Jack  E.  Wheeler           9,645,483         0
---------------------  --------------  --------

c)  The  proposal  to  approve  the  issuance  of  common  shares  or securities
convertible  into  common  shares  during  the  ensuing  twelve month period was
approved  by  the  following  vote:

----------     --------------     ---------
Voted  For     Voted  Against     Withheld
----------     --------------     ---------
20,955,353          2,018,193     6,175,114
----------     --------------     ---------

d) The proposal to approve an amendment to the Stock Option Plan was approved by
the  following  vote:

----------     --------------     -----------------------     ---------
Voted  For     Voted  Against     Not  Eligible  to  Vote     Withheld
----------     --------------     -----------------------     ---------
20,376,280          2,597,266                           0     6,175,114
----------     --------------     -----------------------     ---------

e)  The proposal to authorize, approve and ratify the granting of specific stock
options  was  approved  by  the  following  vote:

----------     --------------     -----------------------     ---------
Voted  For     Voted  Against     Not  Eligible  to  Vote     Withheld
----------     --------------     -----------------------     ---------
20,423,375          2,550,171                           0     6,175,114
----------     --------------     -----------------------     ---------

The  proposal  to  re-price specific stock options was approved by the following
vote:

----------     --------------     -----------------------     ---------
Voted  For     Voted  Against     Not  Eligible  to  Vote     Withheld
----------     --------------     -----------------------     ---------
20,167,217          2,234,900                     571,429     6,175,114
----------     --------------     -----------------------     ---------

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  Corporation  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
Corporation  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.


--------------------------------------------------------------------------------
                                                                          Page 9

<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:  August 13, 2002

                ASPEN GROUP RESOURCES CORPORATION
                (Registrant)


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



                 /s/ Allan J. Kent
                 Allan J. Kent
                 Chief Financial Officer



--------------------------------------------------------------------------------
                                                                         Page 10

<PAGE>