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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 SEPTEMBER 30, 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  October  30,  2001 there were 20,134,157 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
          September 30, 2001  (unaudited)                                3

          Condensed Consolidated  tatements of
          Operations for the three months ended
          September 30, 2001 and 2000  (unaudited)                       4

          Condensed Consolidated Statements of Cash Flows
          for the three months ended September 30, 2001 and 2000
          (unaudited)                                                    5

          Notes to Condensed Consolidated (unaudited)
          Financial Statements                                           6


Item  2.  Management's  Discussion  and  Analysis  of
          Financial Condition and Results of Operations              6 - 7


                PART II.  OTHER  INFORMATION

Item  1.  Legal  Proceedings                                             7

Item  5.  Other  Information                                             7

Signatures                                                               7


                                      -2-
<PAGE>
<TABLE>
<CAPTION>
PART  I.  FINANCIAL  INFORMATION
     ITEM  1.  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS
                        ASPEN GROUP RESOURCES CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEET
                        SEPTEMBER 30, 2001   (UNAUDITED)

                                        ASSETS
                                        ------

CURRENT ASSETS:
<S>                                                                <C>
     Cash                                                          $      254,620
     Accounts receivable
       Trade                                                            2,144,034
       Other                                                                3,461
     Materials and supplies inventory                                     451,740
     Prepaid expenses                                                     244,480
                                                                    -------------
       Total current assets                                             3,098,335

PROVED OIL & GAS PROPERTIES (FULL COST METHOD)
     Net of accumulated depletion of $4,294,603                        49,365,939

PROPERTY AND EQUIPMENT
     Net of accumulated depreciation of $2,112,323                      2,547,226
OTHER ASSETS
     Notes receivable                                                     203,000
     Note receivable - related party                                      125,000
     Nonmarketable security                                               236,119
     Prepaid expenses                                                     165,816
     Deposits and other assets                                            108,880
                                                                    -------------

Total Assets                                                       $   55,850,315
                                                                    =============
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
CURRENT LIABILITIES:
     Accounts payable
       Trade                                                       $    1,994,590
       Revenue distribution                                               482,568
     Accrued expenses                                                     117,533
     Accrued interest                                                     150,593
                                                                    -------------
                                                                        2,745,284
     Current maturities of long-term debt                               2,291,243
                                                                    -------------

       Total current liabilities                                        5,036,527
                                                                    -------------

LONG-TERM DEBT, LESS CURRENT MATURITIES                                15,799,266

MINORITY INTERESTS                                                             -

STOCKHOLDERS' EQUITY:
  Preferred stock, no par value, authorized-unlimited, issued-none             -
  Common stock, no par value, authorized-unlimited,
    Issued - 19,325,657 shares                                        46,169,125
  Less subscriptions for 122,535 shares                                 (214,436)
  Warrants and beneficial conversion feature                           2,020,252
  Accumulated deficit                                                (12,960,419)
                                                                    -------------
  Total stockholders' equity                                          35,014,522
                                                                    -------------
Total Liabilities and Stockholders' Equity                          $ 55,850,315
                                                                    =============
</TABLE>

See accompanying notes to these Condensed Consolidated Financial Statements


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

                      CONDENSED CONSOLIDATED STATEMENTS OF
                                   OPERATIONS
                                   (UNAUDITED)


                                         Period from          Period from
                                         July 1, 2001 to      July 1, 2000 to
                                         September 30, 2001   September 30, 2000
                                         -------------------  -------------------
<S>                                      <C>                  <C>
REVENUE:
     Oil and gas sales                       $     1,978,957     $     2,187,562
     Product and service revenues                    353,120                   -
                                         -------------------  -------------------
     Total revenue                                 2,332,077           2,187,562
                                         -------------------  -------------------

EXPENSES:
     Oil and gas production                          719,133             590,463
     Operating expenses                              307,919                   -
     General and administrative                      480,656             419,896
     Depreciation and depletion                      642,519             469,806
                                         -------------------  -------------------
     Total expenses                                2,150,227           1,480,165
                                         -------------------  -------------------

EARNINGS FROM OPERATIONS                             181,850             707,397

OTHER INCOME (EXPENSE)
Interest and financing expense                      (258,290)           (273,307)
                                         -------------------  -------------------
EARNINGS (LOSS) BEFORE INCOME TAXES
   AND MINORITY INTEREST                             (76,440)            434,090

INCOME TAXES (None, due to application                     -                   -
              of prior loss)             -------------------  -------------------

NET EARNINGS (LOSS) BEFORE
   MINORITY INTERESTS                                (76,440)            434,090

MINORITY INTERESTS                                       222                   -
                                             ---------------     ----------------
NET EARNINGS (LOSS)                          $       (76,218)    $       434,090
                                             ================    ================


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

WEIGHTED AVERAGE SHARES                           19,293,553          18,121,278
                                             ================    ================
</TABLE>

See accompanying notes to these Condensed Consolidated Financial Statements


                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                        ASPEN GROUP RESOURCES CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                                 Period from         Period from
                                                                 July 1, 2001        July 1, 2000
                                                                 To September 30,    to September 30,
                                                                 2001                2000
                                                                 ------------------  ----------------
<S>                                                              <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net earnings (loss)                                          $        (76,218)  $       434,090

     Adjustments to reconcile net earnings (loss) to net cash
          provided by operating activities:
     Depreciation and depletion                                             642,520          469,806
     Minority interests                                                       (222)                -
     Changes in operating assets and liabilities:
          Accounts payable and accrued liabilities                          469,103          166,694
          Materials and supplies inventory                                 (12,895)                -
          Accounts receivable and other prepaids                            113,520         (536,177)
          Other                                                                   -           36,601
                                                                 ------------------  ----------------

     Net cash provided by operating activities                            1,135,808          571,014
                                                                 ------------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES
          Sale of common stock and exercise of warrants                          -           226,500
          Proceeds from long-term debt                                      634,733        1,718,712
          Repayment of notes payable                                       (30,000)                -
                                                                 ------------------  ----------------
     Net cash provided by financing activities                              604,733        1,945,212
                                                                 ------------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
          Additions to oil and gas properties                           (1,454,717)       (1,892,506)
          Exploration and development cost capitalized                    (822,405)         (522,409)
          Additions to furniture and equipment                            (116,593)          (62,231)
                                                                 ------------------  ----------------
     Net cash by investing activities                                   (2,393,715)       (2,477,146)
                                                                 ------------------  ----------------
INCREASE (DECREASE) IN CASH                                               (653,174)           39,080

CASH - Beginning of period                                                  907,794          319,246
                                                                 ------------------  ----------------
CASH - End of period                                             $          254,620  $       358,326
                                                                 ==================  ================


SUPPLEMENTAL INFORMATION
Cash paid for interest                                           $          258,290  $       273,307
Conversion of payables to common stock                                      234,000                -
</TABLE>


See  accompanying  notes  to  these  Condensed Consolidated Financial Statements


                                      -5-
<PAGE>
                     NOTES TO CONDENSED 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" 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 that offer the potential for increased
production  while  continuing  to  control  cost.

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 June 30,
2001.

(B)  EARNINGS  PER  SHARE

Diluted earnings per share for the three month periods ending September 30, 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  September 30, 2001, the Company issued
250,000 shares of common stock for $ 1.00 per share as part of the consideration
given  for  the  purchase  of  United  Cementing  &  Acid  Company.

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

RESULTS  OF  OPERATIONS

FIRST  THREE  MONTHS  FISCAL  2002  AND  FIRST  THREE  MONTHS  FISCAL  2001

     During the three months ended September 30, 2001, Aspen Group experienced a
net  loss  of  $  76,218, which compares to net earnings of $ 434,090 during the
first three months of fiscal 2001. The decrease in earnings is a result of lower
prices  for  oil  &  gas  products  as well as additional cost of operations and
overhead  incurred in the transition of a new business segment, United Cementing
&  Acid  Company,  into  the  organization.  Earnings  before  interest,  taxes,
depreciation and amortization was $ 824,369 for the three months ended September
30,  2001  compared to $ 1,177,203 for the three months ended September 30,2000.

     Oil  and  gas  sales  decreased to $1,978,957 during the three months ended
September  30,  2001,  a  decrease  of $ 208,605 or 9.5%, compared to last year.
This  decrease  reflects the results of a gas price decline of 31% when compared
to  the  same  period,  coupled  with  an  8.5%  decline  in  oil prices.  Aspen
experienced  a  growth of 10% in oil and gas volumes sold for this period, which
is  reflective  of  the  additional oil and gas properties acquired and drilling
activity.  Total  revenues  increased  by  6.6% when compared to the same period
last  year  due  to  income from the acquisition and drilling activities and the
service  related  business,  United  Cementing  &  Acid  Company,  acquired.

     Oil and gas production expenses increased by 22% when compared to the first
three  months  of last year due to a program of increased maintenance during the
warmer  months  as  well  as  increased  cost  experienced as a direct result of
property  acquisitions.

     Operating  expenses  are  the  cost of sales and operations incurred in the
operation of the Product and Service Business acquired during the previous year.


                                      -6-
<PAGE>
     General and administrative expenses increased approximately 14% to $480,656
during  the  three  months  ended September 30, 2001.  The increase reflects the
expansion of staff related to the operation of the additionally acquired service
business,  as  well  as  operations  of  the  additional  oil and gas properties
acquired.

     Depreciation  and  depletion  cost have increased by 37% due the additional
equipment  and  property  assets  acquired  since  September  2000.

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

LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  September  30,  2001,  Aspen  Group Resources has a working capital
deficit  of  $1,938,192  calculated  by  subtracting  current  liabilities  of
$5,036,527  from current assets of $ 3,098,335. Aspen Group Resources 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

     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  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:  November 12, 2001
               ASPEN  GROUP  RESOURCES  CORPORATION
               (Registrant)


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


                                      -7-
<PAGE>