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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, 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 April 29, 2002 there were 36,246,116 shares of the Registrant's
Common Stock issued and 36,598,039 shares outstanding.
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                                                                          Page 1
<PAGE>
ASPEN GROUP RESOURCES CORPORATION

INDEX


                                                                        PAGE NO.
PART I.  FINANCIAL INFORMATION

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheet as of
March 31, 2002  (unaudited) and December 31, 2001 (audited)                    3

Condensed Consolidated Statements of Operations for the
three months ended March 31, 2002 and 2001 (unaudited)                         4

Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2002 and 2001(unaudited)                          5

Notes to Condensed Consolidated Financial Statements (unaudited)           6 - 7


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS                              7 - 8

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                     8

Item 5.  Other Information                                                     8

Signatures                                                                     8


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

<TABLE>
<CAPTION>
                                       ASPEN GROUP RESOURCES CORPORATION
                                      CONDENSED CONSOLIDATED BALANCE SHEET
                                          MARCH 31, 2002   (UNAUDITED)
                                           (EXPRESSED IN US DOLLARS)



                                                      ASSETS
                                                      ------
                                                                              March 31,2002   December 31,2001
                                                                                (Unaudited)           (Audited)
<S>                                                                         <C>              <C>
CURRENT ASSETS:
     Cash and cash equivalents                                              $       24,127   $          50,600
     Accounts receivable                                                         3,261,871           2,427,255
     Advances to Operators                                                         161,934                   -
     Materials and supplies inventory                                              477,397             475,327
     Prepaid expenses                                                              366,187             283,487
                                                                            ---------------  ------------------
          TOTAL CURRENT ASSETS                                                   4,291,516           3,236,669

PROVED OIL & GAS PROPERTIES (FULL COST METHOD)
     Net of accumulated depletion of $11,394,360 (12/31/01 - $4,815,423)        59,847,190          49,638,972
PROPERTY AND EQUIPMENT
     Net of accumulated depreciation of $2,343,305 (12/31/01 - $2,249,246)       2,396,489           2,515,893
OTHER ASSETS
     Notes receivable                                                               50,371             100,000
     Note receivable - related party                                                     -             125,000
     Nonmarketable security                                                        236,119             236,119
     Deposits and other assets                                                     208,880             214,378
     Investments and advances                                                    1,008,211                   -
                                                                            ---------------  ------------------

          TOTAL ASSETS                                                      $   68,038,776   $      56,067,031
                                                                            ===============  ==================

                                         LIABILITIES AND STOCKHOLDERS' EQUITY
                                         ------------------------------------
CURRENT LIABILITIES:
-------------------
     Accounts payable                                                       $    5,324,501   $       2,854,180
     Accrued expenses                                                              168,081             263,433
     Due to related company                                                        216,272                   -
                                                                            ---------------  ------------------
                                                                                 5,708,854           3,117,613
     Current maturities of long-term debt                                        3,411,409           5,820,077
                                                                            ---------------  ------------------
        TOTAL CURRENT LIABILITIES                                                9,120,263           8,937,690

LONG-TERM DEBT, LESS CURRENT MATURITIES                                         14,187,888          12,848,399
PROVISION FOR SITE RESTORATION                                                     232,653                   -
DEFERRED INCOME TAXES                                                            1,023,541                   -
                                                                            ---------------  ------------------
          TOTAL LIABILITIES                                                     24,564,345          21,786,089
                                                                            ---------------  ------------------

STOCKHOLDERS' EQUITY:
     Preferred stock, no par value, authorized-unlimited, issued-none
     Common stock, no par value, authorized-unlimited,
     Issued - 36,053,539 shares (2001 - 20,204,157 shares)                      56,731,634          46,943,541
     Less subscriptions for 122,535 shares                                        (214,436)           (214,436)
     Warrants and beneficial conversion feature                                  1,305,236           1,305,236
     Accumulated deficit                                                       (14,348,003)        (13,753,399)
                                                                            ---------------  ------------------
          TOTAL STOCKHOLDERS' EQUITY                                            43,474,431          34,280,942
                                                                            ---------------  ------------------

          Total Liabilities and Stockholders' Equity                        $   68,038,776   $      56,067,031
                                                                            ===============  ==================
</TABLE>

See accompanying notes to these Condensed Consolidated Financial Statements


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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
                                         January 1, 2002      January 1, 2001
                                       to March 31, 2002    to March 31, 2001
                                             (Unaudited)          (Unaudited)
<S>                                   <C>                  <C>
REVENUE:
Oil and gas sales                     $        2,116,965   $        2,468,596
Product and service revenues                     209,193                    -
                                      -------------------  -------------------
Total revenue                                  2,326,158            2,468,596
                                      -------------------  -------------------

EXPENSES:
Oil and gas production                         1,062,853              620,638
Operating expenses                               242,801                    -
General and administrative                       648,936              457,213
Depreciation and depletion                       853,769              426,685
                                      -------------------  -------------------
Total expenses                                 2,808,359            1,504,536
                                      -------------------  -------------------

EARNINGS FROM OPERATIONS                        (482,201)             964,060

OTHER
Interest and financing expense                  (201,480)            (261,859)
                                      -------------------  -------------------
EARNINGS (LOSS) BEFORE INCOME TAXES
   AND MINORITY INTEREST                        (683,681)             702,201

INCOME TAXES BENEFIT                              89,076                    -
                                      -------------------  -------------------

NET EARNINGS (LOSS)                   $         (594,605)  $          702,201
                                      ===================  -------------------

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

WEIGHTED AVERAGE SHARES                       36,053,539           19,053,844
                                      ===================  ===================
</TABLE>

See accompanying notes to these Condensed Consolidated Financial Statements


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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
                                                                            January 1, 2002 to    January 1, 2001 to
                                                                                March 31, 2002        March 31, 2001
                                                                                   (Unaudited)           (Unaudited)
<S>                                                                        <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss)                                                       $          (594,605)  $           702,201
   Adjustments to reconcile net income (loss) to net cash
     provided by (used in) operating activities:                                             -                     -
        Deferred income tax benefit                                                    (89,076)                    -
        Depreciation and depletion                                                     844,547               426,685
        Site restoration                                                                 9,222                     -
        Common stock and warrants issued for services and other expenses                36,000                     -
   Change in assets and liabilities net of effects from:
        Accounts receivable                                                            338,019              (123,439)
        Materials and supplies inventory                                                (2,070)                    -
        Accounts payable and accrued liabilities                                      (234,258)              443,402
        Prepaid expenses                                                               (82,700)                    -
        Other                                                                          233,949                    (3)
                                                                           --------------------  --------------------
   Net cash provided by operating activities                                           459,028             1,448,846
                                                                           --------------------  --------------------

CASH FLOWS FROM FINANCING ACTIVITIES
      Costs related to sale of stock and issuance of notes                             (27,000)              (47,757)
      Issuance of notes payable and long-term debt                                           -               450,000
      Repayment of notes payable and long-term debt                                    (46,609)                    -
      Advances from (repayments to) related parties:
                                                                           --------------------  --------------------
   Net cash provided by (used by) financing activities                                 (73,609)              402,243
                                                                           --------------------  --------------------

CASH FLOWS FROM INVESTING ACTIVITIES
      Proceeds from sale of equipment                                                  201,114                 9,141
      Oil and gas properties purchased                                                       -              (518,371)
      Exploration and development cost capitalized                                    (613,006)             (936,890)
      Acquisitions of office furniture and equipment                                         -               (58,609)
                                                                           --------------------  --------------------
   Net cash provided by (used by) investing activities                                (411,892)           (1,504,729)
                                                                           --------------------  --------------------

NET INCREASE (DECREASE)                                                                (26,473)              346,360

Cash and cash equivalents - Beginning of period                                         50,600                67,745
                                                                           --------------------  --------------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                  $            24,127   $           414,105
                                                                           ====================  ====================

SUPPLEMENTAL INFORMATION
Cash paid for interest                                                                 309,378               261,859
Conversion of payables and other liabilities to common stock                         3,090,000                     -
Oil and gas property acquired with note payable                                              -               450,000
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>

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  ENDEAVOUR  RESOURCES  INC.
     On March 6, 2002 the Company completed the acquisition of 100% of Endeavour
Resources  Inc.  ("Endeavour")  in  exchange for 11,944,811 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 until 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 Endeavour.  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.

(B)  EARNINGS  PER  SHARE

     Diluted earnings per share for the three month period ending March 31, 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>
<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  19,053,844  $45,617,838
Transactions during the period
          Endeavour acquisition       11,944,811    6,662,093           -            -
          Retirement of note payable   3,857,143    3,090,000           -            -
          Granted to employees            47,428       36,000           -            -
                                      ----------  -----------  ----------  -----------
Balance, end of period                36,053,539  $56,731,634  19,053,844  $45,617,838
                                      ==========  ===========  ==========  ===========
</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>
MARCH 31, 2002                   US ($)   CANADA ($)    TOTAL ($)
<S>                         <C>          <C>          <C>
Total assets                55,462,933   12,575,843   68,038,776
Gross revenue                1,948,310      377,848    2,326,158
Net income (loss)             (472,225)    (122,380)    (594,605)
Earnings (loss) per share       (0.015)      (0.005)       (0.02)

MARCH 31, 2001 PRO-FORMA
Total assets                50,244,916   11,865,346   62,110,262
Gross revenue                2,468,596    1,224,895    3,693,491
Net income                     702,201      206,622      908,823
Earnings per share                0.03         0.01         0.04
</TABLE>

(E)  RELATED  PARTY  TRANSACTION

     During  the  three  month  period  ended  March 31, 2002, legal expenses of
$89,770  were  paid  to  a  firm  for  which  one  of the Directors is a member.


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

RESULTS  OF  OPERATIONS

FIRST  THREE  MONTHS  FISCAL  2002  AND  THREE  MONTHS  2001

     During the three months ended March 31, 2002, Aspen Group had a net loss of
$594,605  compared to net income of $702,201 during the first three months ended
March 31, 2001.  Earnings before interest, taxes, depreciation were $371,568 for
the  three  months  ended  March  31,  2002 compared to $1,390,745 for the three
months  ended  March  31,  2001, a decrease of 73%.  Gross revenues decreased to
$2,326,158  during the three months ended March 31, 2002, a decrease of $142,438
or  6% compared to the same period in 2001.  These decreases are a direct result
of  a  decrease  in  commodity  prices  for  the  same  period.

     General and administrative expenses increased approximately 42% to $648,936
during  the  three  months  ended  March  31,  2002.  The  increase reflects the
expansion of staff related to the operation of the additionally acquired Oil and
Gas Properties in the year ended 2001 and the acquisition of Endeavour Resources
Inc.

     Depreciation  and  depletion costs have increased by 100% to $853,769 which
correlates  to  the  increased  production  during  the  period.

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


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<PAGE>
FIRST THREE MONTHS FISCAL 2002 AND THREE MONTHS 2001 (PROFORMA)

     The  proforma  information  shown  under Item 1(D) Operations for the three
months  ended  March  31,  2001, reflects the acquisition of Endeavour Resources
Inc.  as  if  it had occurred on January 1, 2001.  During the three months ended
March  31,  2002 gross revenue and net income decreased to $2,326,158 and a loss
of  $594,605  ($0.02  per  share)  compared  to  the  proforma March 31, 2001 of
$3,693,491  and a profit of $908,823 ($0.04 per share).  This is a direct result
of  a  decrease  in  commodity  prices  for  the  same  period.

LIQUIDITY AND CAPITAL RESOURCES

     As  of  March  31,  2002,  Aspen  Group  has  a  working capital deficit of
$4,828,747  calculated  by  subtracting  current  liabilities of $9,120,263 from
current  assets  of  $4,291,516.  Aspen Group intends to finance its development
activities with cash flow, as well as 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

     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  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.



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 13, 2002
              ASPEN GROUP RESOURCES CORPORATION
              (Registrant)


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


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