<SUBMISSION>
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<CONFORMED-NAME>ASPENBIO INC
<CIK>0001167419
<ASSIGNED-SIC>2835
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<STATE-OF-INCORPORATION>CO
<FISCAL-YEAR-END>1231
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<STREET1>8100 SOUTHPARK WAY
<STREET2>UNIT B 1
<CITY>LITTLETON
<STATE>CO
<ZIP>80120
<PHONE>3037942000
</BUSINESS-ADDRESS>
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<FILENAME>aspen8k_12242002.txt
<DESCRIPTION>REPORT 8K
<TEXT>
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549



                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


       Date of report (Date of earliest event reported): December 20, 2002
                                                         ------------------

                                 ASPENBIO, INC.
                                 --------------
               (Exact Name of Registrant as Specified in Charter)

                         Commission file number: 0-50019

           Colorado                                     84-1553387
--------------------------------             -----------------------------------
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

              8100 Southpark Way, Building B-1, Littleton, CO 80120
 -------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (303) 794-2000
              -----------------------------------------------------
               Registrant's telephone number, including area code


<PAGE>
                                 AspenBio, Inc.

                    Information to be Included In the Report

Item 4.  Changes in Registrant's Certifying Accountant.
         ----------------------------------------------

On  December  20,  2002,  the  Company  dismissed  Larry  O'Donnell,  CPA,  P.C.
("O'Donnell")  as the  Company's  principal  accountant.  The decision to change
accountants was approved by the Board of Directors of the Company.

The Reports of O'Donnell on the  financial  statements of the Company for either
of the past two fiscal years ended December 31, 2001 and 2000 did not contain an
adverse opinion or disclaimer of opinion,  and were not qualified or modified as
to uncertainty, audit scope or accounting principles.

The Company  does not believe  there were  disagreements  with  O'Donnell on any
matter of accounting principles or practices, financial statement disclosure, or
auditing  scope  or  procedure,  which  disagreement,  if  not  resolved  to the
satisfaction of O'Donnell  would have caused  O'Donnell to make reference to the
subject matter of the disagreement in connection with its reports.

The Company has  provided a copy of this Report to O'Donnell  and has  requested
that  O'Donnell  furnish a letter  addressed to the Commission  stating  whether
O'Donnell  agrees with the statements  made by the Company and, if not,  stating
the respects in which it does not agree.  A letter from O'Donnell is included as
Exhibit 16.1 to this Report,  stating its agreement with the statements  made by
the Company in this Report.

On December 20, 2002,  the Company  engaged  Gelfond  Hochstadt  Pangburn,  P.C.
("GHP")  as  the  Company's  certifying   accountants  to  audit  the  financial
statements of the Company for its fiscal year ending  December 31, 2002.  During
the Company's  two most recent fiscal years and the interim  period prior to its
agreement  to engage GHP as the  Company's  principal  accountants,  neither the
Company nor anyone on its behalf has consulted GHP on either (i) the application
of accounting principles to any transaction  (completed or proposed) or (ii) the
type  of  audit  report  that  might  be  rendered  on the  Company's  financial
statements, or (iii) any matter that was either the subject of a disagreement or
reportable event as such terms are defined in Item 304 of Regulation S-B.

The Company has  delivered  a copy of this  Report to GHP and  requested  GHP to
furnish the Company with a letter  addressed to the Commission  stating  whether
GHP agrees with the  statements  made by the Company,  and, if not,  stating the
respects  in which it does not agree.  A letter  from GHP is included as Exhibit
16.2 to this Report,  stating GHP's  agreement with the  statements  made by the
Company in this Report.

                                       -2-
<PAGE>

Item 7.  Financial Statements and Exhibits.
         ----------------------------------

(c)      Exhibits.

         16.1     Letter from Larry O'Donnell, CPA, P.C.

         16.2     Letter from Gelfond Hochstadt Pangburn, P.C.


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                                   AspenBio, Inc.
                                                   -----------------------------
                                                   (Registrant)


Date: December 24, 2002                            /s/ Roger D. Hurst
      -----------------                            -----------------------------
                                                   Roger D. Hurst
                                                   President

                                       -3-



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16.1
<SEQUENCE>3
<FILENAME>aspenb8kex161_12242002.txt
<DESCRIPTION>LETTER - CPA
<TEXT>
EXHIBIT 16.2

                           Larry O'Donnell, CPA, P.C.
                                  [[Letterhead]


December 23, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re: AspenBio Inc.

I have read the statements  that I understand  AspenBio,  Inc will include under
Item 4 of the Form 8-K report it will file  regarding  the recent  change of its
auditors.  I agree with such  statements made regarding my firm. I have no basis
to agree or disagree with other statements made under Item 4.


Sincerely,

/s/ Larry O'Donnell, CPA, P.C.
------------------------------------
Larry O'Donnell, CPA, P.C.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16.2
<SEQUENCE>4
<FILENAME>aspenb8kex162_12242002.txt
<DESCRIPTION>LETTER - CPA
<TEXT>
EXHIBIT 16.2

                        Gelfond Hochstadt Pangburn, P.C.
                                 [[Letterhead]]

December 24, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re: AspenBio Inc.

We have read the statements  that we understand  AspenBio Inc will include under
Item 4 of the Form 8-K  report  it will  file  regarding  the  recent  change of
auditors.  We agree with such  statements  made  regarding  our firm. We have no
basis to agree or disagree with other statements made under Item 4.


/s/ Gelfond Hochstadt Pangburn, P.C.
------------------------------------
Gelfond Hochstadt Pangburn, P.C.

</TEXT>
</DOCUMENT>
</SUBMISSION>
