                                  SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934

Filed  by  the  Registrant:  X
Filed  by  a  Party  other  than  the  Registrant:
Check  the  appropriate  box:

   Preliminary  Proxy  Statement            Confidential,  for  Use  of
X  Definitive  Proxy  Statement             the  Commission  Only  (as
   Definitive  Additional  Materials        permitted  by  Rule  14a-
                                            6(e)(2))

          Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                        ASPEN GROUP RESOURCES CORPORATION
--------------------------------------------------------------------------------
               (Name  of  Registrant  as  Specified  in  Its  Charter)

                                Not  Applicable
--------------------------------------------------------------------------------
(Name  of  Person(s)  Filing  Proxy  Statement,  if  Other  Than the Registrant)

Payment  of  Filing  Fee  (Check  the  appropriate  box):
X    No  fee  required.
     Fee  computed  on  table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)     Title  of  each  class  of  securities to which transaction applies:

--------------------------------------------------------------------------------
    (2)     Aggregate  number  of  securities  to  which  transaction  applies:

--------------------------------------------------------------------------------
    (3)   Per  unit  price  or  other  underlying  value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is  calculated  and  state  how  it  was  determined):

--------------------------------------------------------------------------------
    (4)     Proposed  maximum  aggregate  value  of  transaction:

--------------------------------------------------------------------------------
    (5)     Total  fee  paid:

--------------------------------------------------------------------------------
            Fee  paid  previously  with  preliminary  materials.
Check  box  if  any  part  of the fee is offset as provided by Exchange Act Rule
0-11(a)(2)  and  identify  the  filing  for  which  the  offsetting fee was paid
previously.  Identify  the  previous filing by registration statement number, or
the  form  or  schedule  and  the  date  of  its  filing.

    (1)     Amount  Previously  Paid:

--------------------------------------------------------------------------------
    (2)     Form,  Schedule  or  Registration  Statement  No.:

--------------------------------------------------------------------------------
    (3)     Filing  Party:

--------------------------------------------------------------------------------
    (4)     Date  Filed:

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


<PAGE>
                        ASPEN GROUP RESOURCES CORPORATION
                              3300 Bank One Center
                         Oklahoma City, Oklahoma, 73102

  NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF COMMON SHAREHOLDERS OF ASPEN
                          GROUP RESOURCES CORPORATION

                           MEETING DATE: May 31, 2002


     NOTICE  IS  HEREBY GIVEN THAT an Annual and Special Meeting (the "Meeting")
of Shareholders of ASPEN GROUP RESOURCES CORPORATION (the "Corporation") will be
held at 3300 Bank One Center, 100 North Broadway, Oklahoma City, OK 73102 U.S.A.
on  Friday,  the  31st  day  of  May,  2002  at the hour of 10:30 o'clock in the
forenoon  (local  time),  for  the  following  purposes:

1.   to receive and consider the financial statements of the Corporation for the
     six  month  period ending December 31, 2001, and for the fiscal year ending
     June  30,  2001  and  the  respective  reports  of  the  auditors  thereon;

2.   to  elect  seven  (7)  directors  of  the Corporation for the ensuing year;

3.   to  appoint  an  auditor  of  the  Corporation  for  the  ensuing  year;

4.   to consider and if deemed advisable, approve, with or without variation, an
     Ordinary  Resolution  in  the  form  attached  as  Exhibit "1" to the Proxy
     Statement  dated  April 30, 2002 to approve the issuance by the Corporation
     of  common  shares or securities convertible into common shares pursuant to
     private  placement  and  acquisition transactions during the ensuing twelve
     (12)  month  period  as  described  in the Proxy Statement prepared for the
     purposes  of  the  Meeting;

5.   to consider and, if deemed advisable, to pass with or without variation, an
     Ordinary  Resolution  approving  an  amendment  to  the Corporation's Stock
     Option  Plan  (the  "Plan") to increase the maximum number of common shares
     available  for  issuance pursuant to options granted under the Plan, in the
     form  of  resolution  annexed  as  Exhibit  "2"  to  the  Proxy  Statement;

6.   to  consider and, if thought advisable, to authorize, approve and ratify by
     means  of  an  Ordinary  Resolution, the granting of certain specific stock
     options  under  the Plan which stock options, at the time of their original
     grant by the Board of Directors of the Corporation, resulted in the maximum
     number  of  common  shares  then available for issuance pursuant to options
     granted under the Plan to be exceeded, in the form of resolution annexed as
     Exhibit  "3"  to  the  Proxy  Statement;

7.   to  consider  and  if thought advisable, to authorize, approve, and ratify,
     with  or  without  variation,  an  Ordinary Resolution to re-price specific
     stock  options  granted under the Plan in the form of resolution annexed as
     Exhibit  "4"  to  the  Proxy  Statement;  and

8.   to  transact  such  other  business  as  may properly be brought before the
     Meeting  or  any  adjournment  thereof.


                                        1
<PAGE>
     The  specific  details  of  the matters to be considered are set out in the
Information  Circular  and  Proxy  Statement which accompanies and forms part of
this  Notice.

     DATED at the City of Oklahoma City, in the State of Oklahoma, this 30th day
of  April,  2002.

                              BY ORDER OF THE BOARD OF DIRECTORS


                              ------------------------------------
                              JACK  E.  WHEELER
                              Chairman and Chief Executive Officer


                                    IMPORTANT

A  Securityholder  may  attend  the  Meeting  in person or may be represented by
proxy.  Securityholders  of the Corporation who are unable to attend the Meeting
in  person  are  requested  to  date and sign the enclosed form of Instrument of
Proxy  and  return  it  in  the  envelope  provided  for  that  purpose  to  the
Corporation,  c/o  Equity  Transfer Services Inc., Richmond Adelaide Centre, 120
Adelaide  Street  West,  Suite  420,  Toronto, Ontario  M5H 4C3.  In order to be
valid and acted upon at the Meeting, the Instrument of Proxy must be received by
the  Corporation  by  5:00  p.m.  on  the business day immediately preceding the
Meeting  or  any  adjournment  thereof.  The Chairman of the Meeting may, at his
discretion,  accept  proxies  at any time up to the commencement of the Meeting.

Securityholders  are  cautioned that the use of the mail to transmit Instruments
of  Proxy  is  at  each  Shareholder's  risk.

Only  Shareholders  of  the  Corporation  whose  names  have been entered in the
respective  register of Shareholders at the close of business on the record date
of  April  24,  2002  established for the mailing of this Notice are entitled to
receive  notice  of and to vote at the Meeting unless such shareholder transfers
his  shares after the record date and the transferee of those shares establishes
that  he  owns  the  shares and demands not later than the close of business ten
(10)  days before the Meeting that the transferee's name be included in the list
of  Shareholders  entitled  to  vote  such  shares  at  the  Meeting.


                                        2
<PAGE>
                        ASPEN GROUP RESOURCES CORPORATION
                              3300 Bank One Center
                               100 North Broadway
                          Oklahoma City, Oklahoma 73102

                         MANAGEMENT INFORMATION CIRCULAR
                                       and
                                 PROXY STATEMENT

1.  SOLICITATION  OF  PROXIES

INTRODUCTION

NO  PERSON  HAS  BEEN  AUTHORIZED  BY  ASPEN TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION  IN  CONNECTION  WITH THE MATTERS TO BE CONSIDERED AT THE MEETING
OTHER  THAN  THOSE CONTAINED IN THIS INFORMATION CIRCULAR AND, IF GIVEN OR MADE,
ANY  SUCH  INFORMATION  OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED.

Information  contained  in  this  Information  Circular is given as of April 24,
2002,  unless  otherwise  specifically  stated.

This  Management  Information  Circular  and Proxy Statement (the "Circular") is
furnished  in  connection  with the Solicitation of Proxies by the Management of
ASPEN  GROUP RESOURCES CORPORATION (the "Corporation") for use at the Annual and
Special Meeting of Shareholders of the Corporation (the "Meeting") to be held at
the  time  and  place  and  for the purposes set forth in the attached Notice of
Annual  and Special Meeting of Shareholders (the "Notice").  It is expected that
the  solicitation  will  be by mail primarily, but proxies may also be solicited
personally by telephone or otherwise by Officers or Directors of the Corporation
without  additional  compensation. The cost of preparing, assembling and mailing
the  proxy  material  and  reimbursing brokers, nominees and fiduciaries for the
out-of-pocket  and  clerical  expenses  of  transmitting  copies  of  the  proxy
materials  to  the  beneficial  owners  of common shares ("Common Shares")of the
Corporation  held  of  record  by such persons will be borne by the Corporation.
The  proxy  materials are being mailed to Shareholders of Record at the close of
business  on  April  24,  2002.

2.  APPOINTMENT,  REVOCATION  AND  DEPOSIT  OF  PROXIES

The persons named in the enclosed form of proxy are Directors or Officers of the
Corporation.

A  SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER)
TO  ATTEND  AND  ACT  FOR THE SHAREHOLDER AND ON THE SHAREHOLDER'S BEHALF AT THE
MEETING  OTHER  THAN  THE PERSONS DESIGNATED IN THE ENCLOSED FORM OF PROXY. SUCH
RIGHT  MAY  BE  EXERCISED BY STRIKING OUT THE NAMES OF THE PERSONS DESIGNATED IN
THE ENCLOSED FORM OF PROXY AND BY INSERTING IN THE BLANK SPACE PROVIDED FOR THAT
PURPOSE  THE  NAME OF THE DESIRED PERSON OR BY COMPLETING ANOTHER PROPER FORM OF
PROXY  AND,  IN  EITHER CASE, DELIVERING THE COMPLETED AND EXECUTED PROXY TO THE
CORPORATION  BEFORE  THE  TIME  OF  THE  MEETING  OR  ANY  ADJOURNMENT  THEREOF.

A Shareholder forwarding the enclosed proxy may indicate the manner in which the
appointee  is  to  vote  with  respect  to  any  specific  item  by checking the
appropriate  space.  If  the  Shareholder  giving  the  proxy wishes to confer a
discretionary  authority  with  respect  to  any item of business then the space


                                        3
<PAGE>
opposite  the  item  is  to  be  left blank. The shares represented by the proxy
submitted  by  a Shareholder will be voted in accordance with the directions, if
any,  given  in the proxy.  The giving of a proxy does not preclude the right to
vote  in  person  should  the  person  giving  the  proxy  so  desire.

A  Shareholder  who  has given a proxy may revoke it at any time in so far as it
has not been exercised. A proxy may be revoked, as to any matter on which a vote
shall  not  already  have  been cast pursuant to the authority conferred by such
proxy,  by  instrument in writing executed by the Shareholder or by his attorney
authorized  in writing or, if the Shareholder is a body corporate, by an officer
or  attorney  thereof  duly  authorized,  and deposited either at the registered
office  of the Corporation at any time up to and including the last business day
preceding the day of the Meeting, or any adjournment thereof, at which the proxy
is  to be used or with the Chairman of such Meeting on the day of the Meeting or
any  adjournment thereof, and upon either of such deposits the proxy is revoked.
A  proxy  may  also  be  revoked  in  any  other  manner  permitted  by  law.

3.  MANNER  OF  VOTING  AND  EXERCISE  OF  DISCRETION  BY  PROXIES

The  persons  named in the enclosed form of proxy will vote the common shares in
respect  of  which  they  are  appointed in accordance with the direction of the
Shareholders  appointing  them.  In  the  absence of such direction, such common
shares  will  be  voted  FOR  each  of  the matters identified in the Notice and
described  in  this Circular, except that a broker non-vote will have no effect.

The  enclosed  Form  of  Proxy  confers discretionary authority upon the persons
named  therein with respect to amendments or variations to matters identified in
the Notice of Meeting, and with respect to other matters which may properly come
before  the Meeting. At the time of the printing of the Circular, the Management
of  the  Corporation knows of no such amendments, variations or other matters to
come  before  the  Meeting  other  than the matters referred to in the Notice of
Annual  and  Special  Meeting  of  Shareholders.

4.  VOTING  SECURITIES  AND  PRINCIPAL  HOLDERS  THEREOF

The  authorized  capital  of  the Corporation consists of an unlimited number of
Common  Shares  and an unlimited number of preference shares issuable in series.
On  April  24,  2002, an aggregate of 36,025,812 Common Shares and no preference
shares  were  issued  and  outstanding.  Each  Common  Share entitles the holder
thereof  to  one (1) vote at all meetings of Shareholders of the Corporation.  A
simple  majority  of  the total shares represented at the Meeting is required to
elect  directors  and  ratify  or approve the other items being voted on at this
time.  Abstentions will not count toward the approval or rejection of any matter
under  consideration.  The  presence,  in  person or by proxy, of two Holders of
Common  Shares  of the Corporation entitled to vote is necessary to constitute a
quorum  at  the  Meeting.  Notwithstanding  the  record  date of April 24, 2002,
specified  above,  the Corporation's Stock Transfer Books will not be closed and
Common  Shares  may  be transferred subsequent to the record date.  However, all
votes  will  be  tabulated by the Scrutineer appointed for the Meeting, who will
separately  tabulate  affirmative  votes,  abstentions  and  broker  non-votes.

All  Holders  of  Common  Shares of the Corporation of record as of the close of
business  on  April  24,  2002 are entitled either to attend and vote thereat in
person  the  Common  Shares  held  by them, or provided a completed and executed
proxy will have been delivered to the Corporation, to attend and vote thereat by
proxy  the  Common  Shares  held  by  them.


                                        4
<PAGE>
As at April 24, 2002, the only persons or companies who, to the knowledge of the
Directors  and Senior Officers of the Corporation, beneficially own, directly or
indirectly,  or  exercise control or direction over more than (5%) of the issued
and outstanding Voting Shares of the Corporation are listed below.  In addition,
this table includes the outstanding voting securities beneficially owned by each
of  the  Corporation's  Directors,  its  Nominee Director and Executive Officers
listed  in the Summary Compensation Table as well as the number of Common Shares
owned  by  Directors  and  Executive  Officers  as  a  group.

<TABLE>
<CAPTION>
                                NUMBER OF COMMON       TOTAL % OF
                              SHARES and NATURE OF   COMMON SHARES
NAME                          BENEFICIAL OWNERSHIP
----------------------------------------------------------------------
<S>                           <C>                    <C>
Jack E. Wheeler(1)                    3,642,858(2)(14)         9.9%

Farrell Kahn                          3,423,000(14)            9.5%

Beacon 1HDK Trust, LLC                2,367,874(14)            6.6%

Custer County Drillers Inc.           2,021,990                5.6%

Ron Mercer(1)                         1,750,000(3)             4.8%

Sam Hammons(1)                          214,286(5)(14)    less than 1%

Lenard Briscoe(4)                       614,286(6)             1.7%

James E. Hogue(4)                       434,286(7)             1.2%

Randall B. Kahn(4)                      188,478(8)        less than 1%

Wayne T. Egan(4)                        128,578(9)        less than 1%

Anne Holland(4)                         192,857(10)       less than 1%

Jeffrey J. Chad(1)                    4,957,785(12)           13.1%

Allan J. Kent(11)                     1,487,396(13)            4.1%

Peter Lucas (1)                         157,143(15)       less than 1%

All Directors, the Nominee           13,767,953(16)           37.2%
for Director and Executive
Officers as a group
(11 persons, including
Jack E. Wheeler)

<FN>
--------------------------------
Notes:

(1)  Mr.  Wheeler  is  Chairman  of  the  Board,  Chief  Executive Officer and a
     Director  of  the  Corporation.  Mr.  Mercer  is  the  President  and Chief
     Operating  Officer.  Messrs. Chad, Hammons and Lucas are Vice Presidents of
     the  Corporation. The address of Messrs. Wheeler, Mercer, Hammons and Lucas
     is 3300 Bank One Center, 100 North Broadway, Oklahoma City, Oklahoma 73102.
     The  address  of Mr. Chad is Suite 400, 9400 N. Central Expressway, Dallas,
     Texas  75231.
(2)  Includes  employee  stock  options  exercisable  into an additional 785,715
     Common  Shares  of  the  Corporation.


                                        5
<PAGE>
(3)  Includes  employee  stock  options  exercisable  into an additional 321,429
     Common  Shares  of  the  Corporation.
(4)  Mr. Hogue, Ms. Holland, Mr. Briscoe, Mr. Kahn and Mr. Egan are Directors of
     the  Corporation.  The  address of Mr. Hogue and Ms. Holland is 6510 Abrams
     Road,  Suite  300,  Dallas,  Texas 75231. The address of Mr. Briscoe is 406
     North  Main,  Kingfisher,  Oklahoma 73750. The address of Mr. Kahn is 11993
     Borman  Drive, St. Louis, Missouri 63146. The address of Mr. Egan is 1600 -
     Exchange  Tower,  130  King  Street West, Toronto, Ontario, Canada M5X 1J5.
(5)  Includes  employee  stock  options  exercisable  into  an additional 71,429
     Common  Shares  of  the  Corporation.
(6)  Includes  employee  stock  options  exercisable  into  an additional 42,857
     Common  Shares  of  the  Corporation.
(7)  Includes  320,000  shares  owned  beneficially  and  employee stock options
     exercisable  into  an  additional 114,286 Common Shares of the Corporation.
(8)  Includes  employee  stock  options  exercisable  into an additional 114,286
     Common  Shares  of  the  Corporation.
(9)  Includes  employee  stock  options  exercisable  into an additional 114,286
     Common  Shares  of  the  Corporation.
(10) Includes  employee  stock  options  exercisable  into an additional 114,286
     Common  Shares  of  the  Corporation.
(11) Mr.  Kent  is  a  Nominee  Director  and an Executive Vice President of the
     Corporation.  The  address  of  Mr.  Kent  is Suite 200, 630 - 4 Avenue SW,
     Calgary,  Alberta  Canada  T2P  0J9.
(12) Includes  573,896  warrants  held  directly, each exercisable at U.S. $1.25
     until  September  30, 2002 and at U.S. $1.75 until June 30, 2003 to acquire
     one  common  share  of  the  Corporation  and also includes 191,979 Class B
     Warrants  each  exercisable at $1.33 until June 28, 2002. Also included are
     1,901,426  Common Shares, 950,712 warrants, and 191,979 Class B Warrants on
     the  terms  stated  above  which  are  held  indirectly.
(13) Includes  443,703  warrants  held  directly, each exercisable at U.S. $1.25
     until  September  30, 2002 and at U.S. $1.75 until June 30, 2003 to acquire
     one  common  share  of  the  Corporation.  Also included are 104,191 Common
     Shares  and  52,095  warrants  on  the  terms  stated  above which are held
     indirectly.
(14) Shares  other  than  optioned  shares  are held in the name of Aspen Energy
     Group,  Inc.
(15) Includes  employee  stock  options  exercisable  into  an additional 71,429
     Common  Shares.
(16) Includes  employee  stock  options and warrants exercisable into a total of
     4,154,367  Common  Shares.
</TABLE>

Executive  Officers,  Directors  and  Director  Nominee

Jack  E.  Wheeler  has  served  as  a  Director, Chairman of the Board and Chief
-----------------
Executive Officer of the Corporation since September 16, 1999.  Prior to that he
has been the Managing Partner of Crown Partners LLC Minerals Division (currently
East  Wood  Equity  Venture,  Inc.)  for more than the past five (5) years.  Mr.
Wheeler is an attorney who received his A.A. from Lon Morris University in 1969,
a B.A. from Texas A&M University in 1970, an M.A. in 1974 from the University of
Colorado,  and  his  J.D.  from  the  University  of  Houston  in  1975.

Ron  Mercer  was  appointed  President  of the Corporation effective December 1,
-----------
2000.  Prior thereto he was Executive Vice-President and Chief Operating Officer
of the Corporation effective from September 16, 1999.  Prior thereto, Mr. Mercer
has  acted  as  President responsible for the daily operations of Mercer Oil and
Gas  Company  and Armer LLC for the past 5 years.  He is a Professional Engineer
with  over  30  years  experience  in  oil  and  gas  asset management.  He is a


                                        6
<PAGE>
Registered  Professional  Engineer  in  Texas  and Oklahoma, and a Member of the
Society  of  Professional  Engineers  and  Society  of Petroleum Engineers.  Mr.
Mercer  received  his B.Sc. in Petroleum Engineering from Texas Tech University.
Mr.  Mercer  is  54  years  old.

Sam  Hammons  was  appointed  effective September 16, 1999 as Vice-President and
------------
General  Counsel  of  the  Corporation.  He  is  an  attorney with over 25 years
experience,  and  is  former President of the Law Firm of Hammons & Vaught.  Mr.
Hammons was formerly an Assistant for Energy Natural Resources to Governor David
Boran  in  Oklahoma,  and an Administrative Assistant to Governor George Nigh in
Oklahoma.  Mr. Hammons is a graduate of Oklahoma Baptist University and received
a  J.D.  from  Oklahoma University and a Masters in International Relations from
Oklahoma  University.  Mr.  Hammons  is  50  years  old.

Wayne  T.  Egan  is  a  Partner  of the law firm of WeirFoulds LLP and practices
---------------
securities  law  and  corporate finance.  He is currently the head of the firm's
Securities  Law  Practice  Group.  Mr.  Egan  received  an  LL.B.  from  Queen's
University  Law  School  in  1988  and  a  Bachelor  of Commerce degree from the
University  of  Toronto  in  1985.  Mr.  Egan  is  a director of Verena Minerals
Corporation,  a  public  Canadian  company.  He  is a Member of the Canadian Bar
Association.  WeirFoulds  LLP  serves  as the Corporation's Corporate Counsel in
Ontario,  Canada.

James  E.  Hogue  was  President,  Chief Operating Officer and a Director of the
----------------
Corporation  from  June  17,  1996  to  September 15, 1999.  He currently serves
solely  as  a  Director of the Corporation.  Mr. Hogue has also been a Director,
President  and major Shareholder of Third Coast Capital, Inc., a Venture Capital
Company  since  1988.

Anne  Holland has been the President of MAYCO Petroleum Co., a Crude Oil Trading
-------------
Company,  since  1982.   Ms.  Holland  devotes her principal working time to her
position  as  President  of  MAYCO  Petroleum  Co. and acts as a Director of the
Corporation.

Randall  B.  Kahn currently is President of Triangle industries and was formerly
-----------------
President  of  Dharma  Capital,  a Venture Capital Company located in St. Louis,
Missouri,  from  January 1990 to August 2000.  From 1994 to 1999 Mr. Kahn served
as  Chief  Executive  Officer  of  Tiffany  Industries,  an  office  furniture
manufacturer  in  St.  Louis, Missouri. Prior thereto, Mr. Kahn was a litigation
attorney  from  1993  to 1994 with Paule, Camazine and Blumenthal, a Law Firm in
St.  Louis,  Missouri  and  prior thereto was a litigation attorney with Susman,
Chermer,  Rimmel & Shifrin, a Law Firm in St. Louis, Missouri form 1989 to 1993.
Mr.  Kahn  received a BA in English Literature from Colorado College in 1982 and
received  a  JD  Environmental  Law  Honours  from  Northwestern  School of Law,
Portland,  Oregon.

Lenard Briscoe who was formerly President of Briscoe Oil Operating Company, Inc.
--------------
from  1980  to 2000.  Although Mr. Briscoe is presently semi-retired, he remains
involved  and  invests  in  real  estate,  banking  and  farming.

Jeffrey  J. Chad is an Executive Vice President of the Company and the President
----------------
and  Chief  Executive  Officer  of  Endeavour  Resources  Inc.  Mr. Chad is also
President  of  Riechad Group of Companies, a group of investments companies with
interests  in  oil  and  gas  development and exploration within Alberta and the
United States.  From early 1983 to 1989, Mr. Chad was Vice President of Signalta
Resources  Limited,  engineer  and  manager  of  an oil and gas corporation with
annual  cash  flow in excess of $20 million and a capital budget of $15 million.
Mr.  Chad  received  his  LL.B. from Dalhousie Law School, Halifax, Nova Scotia.
Mr.  Chad  also  received  his  B.Sc. Engineering Physics (Honours) in 1980 from
Queen's  University,  Kingston,  Ontario.  Mr.  Chad  is  44  years  old.


                                        7
<PAGE>
Allan  J.  Kent  is  a  nominee  director and an Executive Vice President of the
---------------
Company.  Mr.  Kent,  of  Calgary,  Alberta,  is  a  founder and Chief Financial
Officer  of Endeavour Resources Inc.  Mr. Kent is also President and director of
Cubacan Exploration Inc., a CDNX listed junior oil and gas company.  Mr. Kent is
the  President, a director and co-owner of Prospect Oil & Gas Management Ltd., a
private  Alberta  junior oil and gas corporation. From 1973 through to 1979, Mr.
Kent  was employed by a national accounting firm in Toronto, Ontario auditing in
various industries, including oil and gas, mining, automotive, manufacturing and
real  estate.  Mr. Kent received his Bachelor of Mathematics degree in 1977 from
the  University  of  Waterloo,  Waterloo,  Ontario.

Peter  Lucas  is  the  Chief  Financial Officer and Senior Vice President of the
------------
Company.  Mr.  Lucas  served  as Chief Financial Officer of WesTower Corporation
until  September  1999.  He  is  also a director of Ubiquitel, a public company.
Mr. Lucas is a Chartered Accountant, and received his C.A. from the Institute of
Chartered  Accountants  of  British Columbia in 1980.  He also has a Bachelor of
Commerce  degree  from  the  University  of Alberta.  Mr. Lucas is 47 years old.

PARTICULARS  OF  MATTERS  TO  BE  ACTED  UPON

1.  ELECTION  OF  DIRECTORS

The  number  of  Directors  to  be  elected at the Meeting is seven (7).  Unless
otherwise  specified,  the persons named in the enclosed Form of Proxy will vote
FOR the election of the Nominees whose names are set forth below.  Management of
the  Corporation does not contemplate that any of the Nominees will be unable to
serve  as  a  Director,  but  if  that  should occur for any reason prior to the
Meeting,  the  persons  named in the enclosed Form of Proxy reserve the right to
vote  for  another  Nominee in their discretion. Each Director elected will hold
office  until  the  close  of business on the day of the First Annual Meeting of
Shareholders  of  the  Corporation  following  his election unless his office is
earlier  vacated  in  accordance  with  the  Articles  of  the  Corporation.

The following table and notes thereto set out the names of Management's Nominees
for  election as Directors of the Corporation together with their positions held
with  the  Corporation,  age  and  Municipalities  of  residence:


                                        8
<PAGE>
<TABLE>
<CAPTION>
Name                   Age       Principal Occupation          Director Since
---------------------  ---  -------------------------------  ------------------
<S>                    <C>  <C>                              <C>

Lenard Briscoe(1)(2)    68  Investor                         December 20, 2000
Kingfisher, Oklahoma

Wayne T. Egan(1)(2)     39  Partner with the Weir Foulds     June 17, 1996
Toronto, Ontario            LLP law firm
Canada

James E. Hogue(1)(2)    66  President of Third Coast         June 17, 1996
Dallas, Texas               Capital, Inc., a venture
                            capital company

Anne Holland(2)         64  President of Mayco Petroleum     February 2, 1999
Fort Worth, Texas           Co., a crude oil trading
                            company

Randall B. Kahn(1)      42  President of Triangle            February 28, 2000
St. Louis, Missouri         Industries, a venture capital
                            company

Allan Kent              48  Founder and Chief Financial      Nominee
Calgary, Alberta            Officer of Endeavour Resources,
Canada                      Inc.

Jack Wheeler            53  Chairman of the Board and Chief  September 17, 1999
Edmond, Oklahoma            Executive Officer

<FN>
---------------
Notes:

(1)     Member  of  Audit  Committee.
(2)     Member  of  the  Compensation  Committee.
</TABLE>

The  Shareholders  are  urged  to  elect  Management's  Nominees  as  Directors.

2.  STATEMENT  OF  EXECUTIVE  COMPENSATION

A.  Summary  Compensation  Table

The  following  table  discloses  compensation  paid  to  or  awarded  to  the
Corporation's  Chief  Executive  Officer  and each of the other most highly paid
Executive  Officers  of  the  Corporation  whose total salary and bonus exceeded
$100,000  for  the  fiscal  period ended June 30, 2001 (collectively, the "Named
Executive  Officers").  Disclosure  of  compensation  paid  the  Named Executive
Officers  is  given  for  the  last  three  complete  financial  years  of  the
Corporation,  and  for  the  six-month  period from July 1, 2001 to December 31,
2001.  Specific  aspects of the compensation of the Named Executive Officers are
dealt  with  in  further  detail  in  subsequent  tables.


                                        9
<PAGE>
<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                                                   Long Term
                                Annual Compensation(1)           Compensation
                                ---------------------           -------------
Name and                                         Other Annual    Options/SARs
Principal       Fiscal     Salary      Bonus     Compensation       Granted
Position         Year       (US$)     (US $)         (US$)            (#)
(a)              (b)         (c)        (d)           (e)             (f)
--------------------------------------------------------------------------------
<S>           <C>         <C>        <C>        <C>              <C>
Ron Mercer    12/2001(2)  $  72,167                           -              -
President     2001        $ 128,667  $ 100,000                -        107,143
and Chief     2000        $  48,000          -                -        214,286
Operating     1999                -          -                -              -
Officer

Jack E.       12/2001(2)  $ 108,831          -                -              -
Wheeler       2001        $ 188,002          0                0        357,143
Director,     2000        $ 112,500          -                -        428,572
Chairman of   1999                -          -                -              -
the
Board and
Chief
Executive
Officer

<FN>
--------------------------------
Notes:

(1)  Certain  of  the Corporation's Executive Officers receive personal benefits
     in  addition  to  salary.  The aggregate amount of these benefits, however,
     does  not  exceed  the  lesser of $50,000 or 10% of the total annual salary
     reported  for  the  executives.
(2)  Six  month  period  ended  December  31,  2001.
</TABLE>

B.   Long-Term  Incentive  Plan  Awards

     The  Corporation  currently  has  no  long-term incentive plans, other than
     stock options granted from time to time by the Board of Directors under the
     provisions  of  the  Corporation's  Stock  Option  Plan  and  Non-Employee
     Directors  Stock  Option  Plan.

C.   Option/SAR  Grants  (Year  ended  June  30,  2001)


Name             Number  of  Options      Exercise  Price  (1)     Expiry  Date
                       (#)                    ($  US)
--------------------------------------------------------------------------------
Ron  Mercer          107,143                 $1.33           December  20,  2003
Jack  E.  Wheeler    357,143                 $1.33           December  20,  2003

No  options  were  granted  to  Named Executive Officers under the Corporation's
Stock  Option  Plan  during the six month fiscal period ended December 31, 2001.

D.   Aggregated  Option/SAR  Exercises  and Financial Year-End Option/SAR Values


                                       10
<PAGE>
The  following  table  sets forth information regarding the value of unexercised
options  held  by  Named  Executive  Officers  as  of  December  31,  2001.

                                                                Value  of
                                                               Unexercised
                                             Unexercised      in-the-Money
                                             Options/SARs     Options/SARs
                Securities       Aggregate    at  FY-End         at  FY-End
                Acquired  on        Value          (#)            ($  US)
                 Exercise        Realized    Exercisable/      Exercisable/
Name               (#)              ($)     Unexercisable     Unexercisable
---------------------------------------------------------------------------
Ron  Mercer          0                0        321,429/0           $0/$0
Jack  E.  Wheeler    0                0        785,715/0           $0/$0

E.   Compensation  of  Directors

     Each  Director  who is not an employee of the Corporation is entitled to be
     paid  $500  per  Meeting  of  the Board of Directors and $500 per Committee
     Meeting  not  held  on  the  same  date  as  a Board Meeting. Directors are
     permitted  to accept shares in lieu of cash. Directors who are employees of
     the  Corporation  are  not  paid  any extra compensation for service on the
     Board  or  on  Committees.

     No  Directors  were  compensated  by the Corporation during the fiscal year
     ended  June  30,  2001,  for services as consultants or experts, other than
     approximately US$142,000 paid in legal fees to WeirFoulds LLP, Toronto; Mr.
     Wayne  T. Egan, a current Director of the Corporation, is a Partner in said
     Firm.

F.   Employment  Agreements

     The  Corporation  does  not  have  employment  contracts  with  any  of its
     Executive  Officers,  other  than with Jack Wheeler, its Chairman and Chief
     Executive  Officer  and  Ron Mercer, President and Chief Operating Officer.
     The  agreement  with  Mr.  Wheeler is effective until January 1, 2006, with
     automatic  one  year  renewals  thereafter.  He  is  paid  a base salary of
     US$200,000  per  year, to be reviewed annually by the Board of Directors of
     the  Corporation.  The agreement with Mr. Mercer is effective until January
     1,  2006,  with  automatic  one year renewals thereafter. He is paid a base
     salary  of  US$150,000  per  year,  to be reviewed annually by the Board of
     Directors  of  the  Corporation.  Under  the  terms  of  both  Employment
     Agreements, in the event of termination without cause or change of control,
     each  is  to  receive  sixty  (60)  months  salary  and  bonus. There is no
     severance  compensation  otherwise  payable.

G.   Indebtedness  of  Directors  and  Officers

     None  of  the  Directors or Officers of the Corporation or their respective
     associates  or  affiliates  is  indebted  to  the  Corporation.

H.   Statement  of  Corporate  Governance

     As  a  company  listed  on  The  Toronto  Stock  Exchange  (the "TSE"), the
     Corporation  is  required  to  make annual disclosure about its approach to
     corporate  governance.  The  Corporation's  position  has been developed in
     accordance  with  specific  guidelines  on  corporate  governance  (the
     "Guidelines")  which  have  been  adopted  by  the  TSE.


                                       11
<PAGE>
     Corporate  governance  refers  to  the manner in which a Board of Directors
     oversees  the  management  and  direction of a company. Governance is not a
     static  issue,  and must be judged from time to time based on the evolution
     of  a  company with respect to its size and the nature or its business, and
     upon  the changing standards of the community. Not all corporate governance
     systems  are  alike.  The  Corporation's  approach  has been developed with
     respect  to  the  Corporation's  growth  and  current  status.

     In  reviewing  the  issue of corporate governance during 2000, the Board of
     Directors  (the  "Board")  of  the  Corporation  established  an  informal
     committee  consisting  of  3  members,  Jack  Wheeler,  Chairman  and Chief
     Executive  Officer,  Jim  Hogue,  an  outside  director, and Wayne Egan, an
     outside  director.  Their  mandate  was  to  consider  corporate governance
     matters  and  make  recommendations  to  the  Board  consistent  with  the
     Corporation's  position  and  size  as  a mid-size oil and gas company. The
     resulting  approach  to  corporate governance adopted by the Board reflects
     these  recommendations  and  recognizes the responsibility of the Board for
     the  stewardship  of  the  Corporation. This approach has been continued in
     2001  and  will  be  followed  in  2002.

     The  Corporation's approach to corporate governance specifically recognizes
     key responsibilities outlined by the TSE guidelines. These responsibilities
     include:

-    specific  strategic  planning;
-    the  identification  of  principal  risks  and  the  implementation of risk
     management  systems;
-    succession  planning  and  the  monitoring  of  senior  management;
-    the  development  of  a communications policy to deliver information to the
     Corporation's  Shareholders  and  the  public;  and
-    ensuring  the  integrity  of  internal  control  and management information
     systems.

     Through  regular  review  at quarterly meetings, the Board will continue to
     examine  these  issues in light of the Corporation's development in the oil
     and  gas  exploration  business.

     For  the  Corporation,  the  implementation of a comprehensive and detailed
     system  to  address  every  possible issue of corporate governance would be
     inefficient and an undue strain on the resources and finances of a mid-size
     company.  In  order  to  address  a wide range of issues of governance more
     effectively,  the  Board  has  elected to undertake three areas of activity
     through  Board  discussion,  consensus or through the partial assistance of
     the  Board,  as  follows:

     1.   The tasks of appointing and assessing directors, and the assessment of
          the  effectiveness  of  the  Board,  its  committees  and  individual
          directors, are carried out by the full Board, rather than by appointed
          committees.  New directors are given background materials and a review
          of  the  Corporation's  development.

     2.   The Board monitors management on a regular basis. The annual budget is
          reviewed  regularly  by  the  Board  and by the Audit Committee of the
          Board as a basis to assess performance and progress. This procedure is
          favoured  over the use of formal mandates which would define limits to
          management's responsibilities, or the use of procedures to approve the
          Chief Executive Officer's corporate objectives to ensure the Board can


                                       12
<PAGE>
          function  independently  of  management.  However,  the  Board  will
          consider,  on  an ongoing basis, issues concerning the independence of
          the  Board  from  management.

     3.   The  Board  has  not  adopted a system that would enable an individual
          director  to  engage  an  advisor at the expense of the Corporation in
          appropriate circumstances. At this time, agreement by the Board to any
          such  retainer,  if  at  the  expense  of  the  Corporation,  would be
          required.

     The  committees  of  the Board are comprised primarily of outside directors
and  function  as  set  out  below.

     The  Audit  Committee  meets as required to review the annual and quarterly
     ---------------------
financial statements, matters relating to the Securities Commissions of Ontario,
Alberta  and  British  Columbia  as  well  as  the United States' Securities and
Exchange  Commission,  investments  and transactions that could adversely affect
the  well  being  of  the Corporation and management's recommendations regarding
share  issues  of  the  Corporation.  The  Audit  Committee also establishes and
monitors  procedures to reduce conflicts of interest and for reviewing audit and
financial  matters.  Through  meetings  with  external  auditors  and  senior
management, the Audit Committee discusses, among other things, the effectiveness
of  the  internal  control  procedures  established  for  the  Corporation.

     The  Compensation  Committee  reviews compensation practices and management
     ----------------------------
succession and approves the remuneration of the Corporation's senior executives,
including the Chief Executive Officer.  The Compensation Committee also monitors
the  integrity  of  management  throughout  periodic  meetings  with  the  Chief
Executive  Officer.

     The  Board  has not moved to appoint a Chairman who is other than the Chief
Executive  Officer  for  two main reasons.  Firstly, the Corporation's business,
the  constitution  and  make-up  of  the Board and the knowledge, experience and
background  of Jack Wheeler make it appropriate that the Chief Executive Officer
of  the Corporation chair the Board.  Secondly, the role of the chair in setting
the  Board  agenda  and  ensuring  that  adequate and proper information is made
available  to  the Board, a critical element for effective corporate governance,
is  best  filled  by  one  who has intimate knowledge of the Corporation and its
operations.

     Finally,  although  the  TSE  guidelines  do  not  emphasize  issues  of
environmental  concern, the Corporation's Board recognizes its responsibility to
ensure  that  the Corporation's operations do not result in an adverse impact on
the  environment.

     The  Corporation's  Board  remains committed to the ongoing development and
improvement  of  the  Corporation,  its  systems  and  in  particular  corporate
governance.  Shareholder  feedback  is encouraged at all times and commentary is
always  welcome.  Shareholders  are  invited  to  address  their comments to the
attention  of  Chairman.

SUMMARY  TSE  CORPORATE  GOVERNANCE  GUIDELINE  HIGHLIGHTS

-    The  Board  of  Directors  should  explicitly  assume  responsibility  for
     stewardship  of  the company including strategic planning, risk management,
     succession planning and monitoring senior management, communications policy
     and  the  integrity  of  internal  control.


                                       13
<PAGE>
-    A  majority  of  directors should be "unrelated directors" (no reference to
     shareholdings).  If  there  is  a  "significant shareholder", ensure enough
     directors  to  represent  other  interests.

-    The  directors  should  appoint  a  committee  (exclusively  outside)  with
     responsibility  to  propose  new nominees to the Board and assess directors
     generally.

-    The  company  should  provide orientation and education for new recruits to
     the  Board.

-    The  audit  committee  should be composed exclusively of outside directors.

-    Every  Board  of Directors should examine its size with view to determining
     its  effectiveness.

-    Compensation  for  directors  should  realistically reflect responsibility.

-    The  Board of Directors, or a corporate governance committee, should review
     the  company's  approach  to  governance  issues  on  an  ongoing  basis.

-    The  directors  and  Chief  Executive  Officer  should  develop  position
     descriptions defining the limits to management's responsibilities, together
     with  corporate objectives which the Chief Executive Officer is responsible
     for  meeting.

-    The  Board  should  establish  appropriate structures to ensure that it can
     function  independently  of  management.

-    Individual  directors  should  be  able  to  engage outside advisers at the
     expense  of  the  company  in  appropriate  circumstances.

I.   Committees  of  the  Board  of  Directors  and  Meeting  Attendance

     The  Board of Directors met five (5) times during the last fiscal year. The
     Board of Directors has an Audit Committee comprised of four (4) Members and
     a  Compensation  Committee  comprised of four (4) Members. The Compensation
     Committee  is  responsible  for establishing and reviewing the compensation
     paid  to  the  Corporation's Executive Officers. The Compensation Committee
     met  two  (2)  times  during  the  last  fiscal  year.

     The  Audit  Committee  met  four (4) times during the last fiscal year. The
     Audit  Committee  recommends  engagement  of  the  independent  Auditors,
     considers the fee arrangement and scope of the audit, reviews the Financial
     Statements and the Independent Auditors' Report, reviews the activities and
     recommendations  of the Corporation's Internal Auditors, considers comments
     made by the Independent Auditors with respect to the Corporation's internal
     control  structure, and reviews internal accounting procedures and controls
     with  the  Corporation's  financial  and  accounting  staff.

     Under  the  definition  of  "independence" formulated by the New York Stock
     Exchange,  all  of  the  members  of  the  Audit  Committee  are considered
     independent.  The  Board  of  Directors,  in  the  exercise of its business
     judgment  and  considering all material factors, considers Wayne T. Egan to
     be  an  independent  member  of  the audit committee although Mr. Egan is a
     partner  with  a  law  firm  which  renders  legal services to the Company.


                                       14
<PAGE>
     All  Directors  were  present  at  each  of  the  Meetings  of the Board of
     Directors  in  person  or  by  written  ratification.

J.   Family  Relationships

     There  are  no  family  relationships  among the Corporation's Directors or
     Executive  Officers.

K.   Compliance  with  16(a)  of  the  Securities  Exchange  Act  of  1934

     Section  16(a)  of the Securities Exchange Act of 1934 (the "Exchange Act")
     requires  Executive Officers and Directors, and persons beneficially owning
     more  than  10%  of  the  Corporation's  Stock  to  file initial reports of
     ownership  and  reports  of  changes  in  ownership  with the United States
     Securities  and  Exchange  Commission  ("SEC") and with the Corporation. It
     appears that all of the officers and directors have inadvertently failed to
     file  some  of  the  required reports under Section 16(a). The officers and
     directors  of  the Corporation are working with the Corporation to file the
     necessary  reports.

L.   Interests  of  Management  in  Material  Transactions

     From  July  1, 1999, until April 24, 2002, the Company has entered into the
     following transactions with parties who could be considered insiders of the
     Company:

1.   EAST  WOOD  FIRST  PURCHASE  AGREEMENT

     The Company is party to an agreement made on September 16, 1999 (the "First
Purchase  Agreement"),  with  an  effective  date from July 1, 1999, pursuant to
which the Company acquired 50% of the issued and outstanding shares of East Wood
Equity  Ventures,  Inc.  ("East Wood") from four (4) vendor shareholders of East
Wood.  Under  the  terms  of the First Purchase Agreement, the Company agreed to
issue  to  the shareholders of East Wood 6,604,414 Common Shares.  The principal
vendor was Jack Wheeler, the Chairman, Chief Executive Officer and a Director of
the  Company and also included Custer County Drillers, Inc.  The estimated value
of  the  East  Wood  shares  acquired  under  the  First  Purchase Agreement was
$7,464,505.

2.   EAST  WOOD  SECOND  PURCHASE  AGREEMENT

     The  Company  entered  into  an agreement made as of February 28, 2000 (the
"Second  Purchase  Agreement")  pursuant  to  which  the  Company  acquired  the
remaining  50%  of  the  issued and outstanding shares of East Wood from six (6)
vendor shareholders of East Wood including Farrell Kahn and Randall Kahn.  Under
the  terms  of the Second Purchase Agreement, the Company agreed to issue to the
six  (6)  Vendor  Shareholders  of East Wood an aggregate of 3,747,271 shares of
Common Stock and a promissory note in the amount of $3,000,000.  This promissory
note  has  been  exchanged  for  3,857,143  Common  Shares.

3.   ACQUISITION  OF  MERCER  OIL  AND  GAS

     Effective April 1, 2000, the Company acquired all of the outstanding common
stock  of  Mercer  Oil  and  Gas  Company  from  Ron Mercer, President and Chief
Operating  Officer  of  the Company, in exchange for 142,857 Common Shares.  The
value  of  the  acquired  property  was  estimated at the time of acquisition as
$343,800.  Prior  to  the  closing of the acquisition of Mercer Oil, the Company
purchased  certain  oil and gas properties from Mercer Oil for $300,000 in cash.


                                       15
<PAGE>
4.   ACQUISITIONS  OF  BRISCOE  OIL  AND  L.C.B.  RESOURCES

     Effective  May  1,  2000,  Aspen acquired through a merger with Briscoe Oil
Operating,  Inc.  a  55%  undivided  interest  in  171  properties located in 21
counties  in Oklahoma, Texas, and Kansas for $3,000,000.  Effective May 1, 2000,
Aspen also acquired 17 producing oil and gas properties, equipment, vehicles and
a  10-year  equipment facility yard lease from L.C.B. Resources, Inc., which was
paid  by the issuance of 571,429 restricted shares of Common Stock.  Briscoe Oil
Operating,  Inc.  and  L.C.B.  Resources,  Inc.  were  both controlled by Lenard
Briscoe,  a  current  Director  of  the  Company.

5.   ACQUISITION  OF  UNITED  CEMENTING  STOCK

     On  August  9,  2001 (but effective January 1, 2001), Aspen acquired United
Cementing  and  Acid  Co.,  Inc.,  a  privately-held  oilfield  service  company
headquartered  in  El  Dorado,  Kansas  for  $1,040,000  in cash and $250,000 in
restricted  stock.  Lenard Briscoe, a current director of the Company, initially
acquired  a  25%  interest  in United Cementing in exchange for indebtedness and
other  consideration  having  an  aggregate  value  of  $312,500.  Subsequent to
December  31,  2001,  Mr.  Briscoe  sold  such  25%  interest to the Company for
$312,500.

6.   ENDEAVOUR  CONSULTING  ARRANGEMENTS

     Endeavour  Resources  Inc.  ("Endeavour"),  a  subsidiary  of  the Company,
contracts  with  Riechad  Inc.  and  APT Inc., companies controlled by Mr. Chad,
which  provide  among  other  things,  services  for  engineering and management
services,  including that of the President and the CEO.  The total contract fees
charged  and  accrued  during  the  year  ended December 31, 2001 were $103,832.
Other  fees  and  reimbursable  costs  totaled  $19,316.

7.   ENDEAVOUR  CARRIED  INTEREST  BONUS  POOL

     Endeavour  maintains  a carried interest bonus pool plan in which up to 15%
of  the  production  from  each  new  well  successfully  drilled and brought on
production  is  allocated  by  an  Allocation Committee on a discretionary basis
among  officers,  employees,  consultants  and  others  who  participated in the
evaluation,  exploration,  development  and/or  production  of  the  well.  The
Allocation  Committee  is  comprised  of  Jeffrey J. Chad, Allan J. Kent and one
additional  nominee appointed by the Endeavour Board of Directors.  Messrs. Chad
and  Kent  have  themselves  been  allocated  carried  interests pursuant to the
Carried  Interest  Bonus  Plan.

M.   Report  of  the  Audit  Committee

     The  Audit  Committee  acts under a written charter adopted and approved by
     the  Board  of  Directors  on  April 8, 2002. A copy of the Audit Committee
     Charter  is  attached  to  this  Proxy  Statement  as  Appendix  "A".

     It  is  not  the  responsibility  of the Audit Committee to plan or conduct
     audits  or  to determine that the Company's financial statements are in all
     material  respects  complete  and  accurate  in  accordance  with generally
     accepted  accounting  principles.  This is the responsibility of management
     and  the  independent  auditors.  It  is also not the responsibility of the
     Audit  Committee  to  assure  compliance  by  the  Company  with  laws  and
     regulations.


                                       16
<PAGE>
     Based  on  the Audit Committee's review of the audited financial statements
     as  of  and  for  the fiscal year ended June 30, 2001 and for the six month
     period  ended  December  31,  2001,  and  its  discussion  with  management
     regarding  such  audited  financial  statements,  its  receipt  of  written
     disclosures  and  the  letter  from  independent  auditors  required  by
     Independence  Standards  Board  Standard  No.  1,  its discussions with the
     independent  auditors  regarding  such  auditor's independence, the matters
     required  to  be  discussed  by  the Statement on Auditing Standards 61 and
     other  matters  the  Audit  Committee  deemed relevant and appropriate, the
     Audit  Committee  recommended  to  the  Board of Directors that the audited
     financial  statements as of and for the fiscal year ended June 30, 2001 and
     the  six month period ended December 31, 2001, be included in the Company's
     Annual  Report  on  Form  10-K  for  each  such  period.


THE  AUDIT  COMMITTEE:

                   Lenard  Briscoe
                   Wayne  T.  Egan
                   James  E.  Hogue
                   Randall  B.  Kahn

N.   Five  Year  Total  Shareholder  Return  Comparison

The  following  graph assumes that $100 was invested on December 31, 1996 in the
Corporation's  Common  Shares,  the  TSE  300  Total  Return  Index  and the TSE
Integrated  Oils  Total  Return  Index,  respectively.


                               [GRAPHIC  OMITTED]


                                       17
<PAGE>
3.   FINANCIAL  STATEMENTS  AND  RATIFICATION  OF  APPOINTMENT  OF  INDEPENDENT
     AUDITORS

The  Annual  Report for the Corporation is enclosed herewith, which includes the
Audited  Consolidated  Financial Statements of the Corporation for the financial
period  ended  June  30,  2001,  together with the Auditors' Report thereon.  In
addition,  the  Corporation  is  changing  its year end to December 31, with the
first  year  end after the change being December 31, 2001.  As a result, audited
consolidated  financial  statements  for the six month period ended December 31,
2001  together  with the Auditor's Report thereon are also enclosed.  Items 6,7,
and  8  of  the Corporation's annual report are incorporated, by reference, into
this proxy statement. The Directors will lay before the Meeting the said Audited
Financial  Statements  and  Auditors' Reports.  For the year ended June 30, 2001
and the period ended December 31, 2001, Lane Gorman Trubitt, LLP ("Lane Gorman")
served  in  the  capacity  as  auditors.  Representatives of Lane Gorman are not
expected  to  be at the Meeting; however, if questions arise which require their
comments,  arrangements  have  been  made  to  solicit  their  response.

The  following  table  sets  forth  by  certain categories the fees paid to Lane
Gorman  during  the  six-month  period  ended  December  31,  2001:

Audit  Fees                                                            $  49,421
Financial  Information  Systems  Design  and  Implementation  Fees     $       -
All  Other  Fees*                                                      $  50,678

--------------------------------
*  All  other  fees  include  Canadian registration statement, responding to the
Ontario  Securities  Commission  letters,  federal,  state  and  franchise  tax
preparation, Form 8-K, the Endeavour acquisition, tax depletion calculations and
other  accounting  and  tax  related  services.

The  Board of Directors and the Audit Committee of the Corporation have approved
the re-appointment of Lane Gorman to audit the financial statements for the year
ending  December  31,  2002.

Proxies  received  in  favour of Management will be voted FOR the appointment of
Lane  Gorman,  as Auditors of the Corporation unless a Shareholder has specified
in  the  proxy  that  his  Shares  are  to  be  voted  against  such Resolution.

4.  ORDINARY  RESOLUTION  -  APPROVAL  OF  FUTURE  PRIVATE  PLACEMENTS

Management  is of the view that potential acquisitions and additional funding of
the  Corporation's  operations  may  be  required  in the future and as a result
Shareholder approval for additional issuances of the Corporation's common shares
may  be  required.  At  the  present  time  the Corporation has no plans for the
issuance  of  shares  in  any  specific  transaction.  The  Directors  of  the
Corporation are of the view that it would be prudent for the Shareholders of the
Corporation  to pass a resolution authorizing the Corporation acting through its
Board  of  Directors  to negotiate acquisitions or to secure additional funds by
way  of  the  issuance  of  additional  common shares.  There will be no further
approval  of  Shareholders  before  issuance  of these additional common shares.
Common shares to be issued will have the same rights and attributes as currently
outstanding  common  shares.  Common  shares  do  not  have  preemptive  rights.

Shareholders are being asked to pass a resolution authorizing additional private
placements  or  share  issuances  for acquisitions which would take place within


                                       18
<PAGE>
one(1)  year  of  the  date of this Circular.  Such future private placements or
share  issuances  for  acquisitions  will  be  subject  to  the following terms:

1.   All  of the private placement financing or share issuances for acquisitions
     will  be  carried out in accordance with the applicable securities laws and
     regulations.

2.   Such  future  private  placements or share issuances for acquisitions would
     not  result  in  additional  shares  of  the Corporation being issued in an
     amount  exceeding  fifty  (50%) percent of the current number of issued and
     outstanding  shares  (in  the  aggregate)  of  the  Corporation.

3.   Any  of  the  future private placements or share issuances for acquisitions
     would  be  substantially  at  arm's  length.

4.   Any  of  the  future private placements or share issuances for acquisitions
     would  require  the  consent  of  at  least  75%  of  the  Directors of the
     Corporation.

The  resolution  with  respect  to  share  issuances for acquisitions or private
placement  financing  requires  confirmation  by  a  majority  of the votes cast
thereon  at  the  Meeting.

Shareholders  are advised that, if approved, this resolution will give the Board
of  Directors  complete  discretion  to  issue  additional common shares without
having  to  bring details to the Shareholders for discussion and approval.  This
could  be a disadvantage to Shareholders if the marketplace considers additional
amounts authorized (even though unissued) when considering potential dilution of
earnings  and  cash  flows.  In  addition,  the actual issuance of a significant
number  of  additional common shares would mean more shares outstanding and each
shareholder's  interest  in  the  Corporation would be reduced.  There can be no
assurance  that  the  Corporation  would  use  its authority to issue additional
common  shares  in  ways  which  would  not increase the dilution of the current
Shareholders  and  cause  the  price  of  the  common  shares  to decline in the
marketplace.

Unless otherwise specified, the persons named in the enclosed form of proxy will
vote  FOR  the  Resolution.  The  text  of the Resolution to be submitted to the
Shareholders  at  the  Meeting  is  attached  to  this  Circular as Exhibit "1".

5.  ORDINARY  RESOLUTION  -  AMENDMENT  TO  STOCK  OPTION  PLAN

The  Corporation  has  in  place  a  1997 Stock Compensation Plan for Directors,
Officers,  Employees  and  Consultants approved by the Shareholders at a Meeting
held  February  10,  1997  (the  "Plan").  Section  2  of  the Plan, as amended,
provides  that  the maximum aggregate number of Shares reserved for issuance and
which  may  be purchased upon the exercise of all options granted under the Plan
shall  not exceed 1,835,330 Common Shares, representing approximately 10% of the
Common Shares of the Corporation issued and outstanding on the date the Plan was
most  recently  amended and approved by the Shareholders of the Corporation.  As
stated  elsewhere  in  this  Circular, as at the date of this Circular there are
36,025,812  Common Shares of the Corporation issued and outstanding.  Management
of  the Corporation is proposing that the maximum number of common shares of the
Corporation  eligible  to  be  issued pursuant to the grant of options under the
Plan  be  further  increased to 3,500,000 (representing approximately 10% of the
aggregate  36,025,812  Shares  which  are  outstanding).


                                       19
<PAGE>
To maximize the utility of the Plan, it is the view of the Board of Directors of
the  Corporation  that  it  is desirable to increase the number of Common Shares
eligible for issuance pursuant to the grant of options thereunder to the maximum
of  3,500,000.  Pursuant  to  applicable  securities  regulations,  however,
Shareholder  approval  is  required  for  any  such  amendment  to  the  Plan.
Accordingly,  Shareholders  of  the  Corporation will be asked at the Meeting to
consider  and,  if  thought  advisable,  to authorize and approve by means of an
ordinary  resolution, an Amendment to the Plan, increasing the maximum number of
Common  Shares  of  the  Corporation  issuable  pursuant to the grant of options
thereunder  to  3,500,000.  The Resolution Shareholders will be asked to approve
is  attached  to  this  Circular  as  Exhibit  "2".

To  be  approved,  the  Ordinary  Resolution must be passed by a majority of the
votes  cast  by  the  Shareholders at the Meeting in respect of this Resolution.
Unless  such  authority  is  withheld,  the  persons named in the enclosed Proxy
intend  to vote FOR the amendment to the Option Plan of the Corporation attached
to  this  Circular  as  Exhibit  "2".

6.  RATIFICATION  OF  STOCK  OPTIONS  GRANTED

Pursuant  to  Board  of  Directors  resolutions,  the  Board of Directors of the
Corporation  granted,  subject to certain terms and conditions, to the following
individuals (the "Subject Optionees"), respectively, the following stock options
(the  "Subject Options") under the Corporation's stock option plan (the "Plan"):

<TABLE>
<CAPTION>
--------------------  --------------  -----------------  ---------------  -----------------
NAME                  DATE OF GRANT   NUMBER OF OPTIONS  EXERCISE PRICE      EXPIRY DATE
--------------------  --------------  -----------------  ---------------  -----------------
<S>                   <C>             <C>                <C>              <C>
Genoa Communications  July 25, 2001              85,714  $          1.00  July 25, 2004
  Management Inc.
--------------------  --------------  -----------------  ---------------  -----------------
Connie Garrett        August 4, 2001             85,714  $          1.00  August 7, 2004
--------------------  --------------  -----------------  ---------------  -----------------
George Moore          August 4, 2001             85,714  $          1.00  August 7, 2004
--------------------  --------------  -----------------  ---------------  -----------------
Luke McCarley         August 4, 2001            100,000  $          1.00  August 7, 2004
--------------------  --------------  -----------------  ---------------  -----------------
LaRhonda Williams     August 4, 2001            100,000  $          1.00  August 7, 2004
--------------------  --------------  -----------------  ---------------  -----------------
Bart Hampton          December 14,               20,000  $          0.50  December 14, 2004
                      2001
--------------------  --------------  -----------------  ---------------  -----------------
</TABLE>

As a result of the issuance of the Subject Options, the Corporation exceeded the
maximum  number  of  common shares of the Corporation issuable pursuant to stock
options  granted  under  the  Plan  and,  accordingly,  the exercise of the said
Subject  Options  was  made  subject  to,  inter  alia,  shareholder  approval.

Accordingly,  Shareholders  of  the  Corporation will be asked at the Meeting to
consider  and,  if  thought  advisable,  to  approve  and  ratify by means of an
ordinary  resolution, the grant of the Subject Options to the individuals listed
above.  The resolution Shareholders will be asked to approve is attached to this
Circular  as  Exhibit  "3".  To  be approved, the resolution must be passed by a
majority of the votes cast by the Shareholders at the Meeting in respect of this
resolution.  None  of  the  Subject  Optionees,  nor  any  related or affiliated
parties,  may  vote  in  respect  of  this  resolution.

7.  AMENDMENT  TO  STOCK  OPTION  PRICES

Pursuant  to a Board of Directors resolution effective the 13th day of December,
2001,  the  Board  of Directors of the Corporation agreed, subject to regulatory
approval  and  approval  of  the  Shareholders  of  the Corporation, to re-price
certain  options  granted to non-management members of the Board of Directors of
the  Corporation.  Jack  Wheeler  is  the  only member of the Board of Directors
whose  stock  options  are  not  proposed  for  re-pricing.  The  details of the
proposed  re-pricing  of  the  options  held  by non-management directors of the
Corporation  are  as  follows:


                                       20
<PAGE>
<TABLE>
<CAPTION>



NAME OF OPTION  NUMBER OF  EXERCISE   REVISED         EXERCISE PERIOD
HOLDER          OPTIONS    PRICE      EXERCISE PRICE
--------------  ---------  ---------  --------------  -----------------
<S>             <C>        <C>        <C>             <C>
Lenard Briscoe     42,857  US $1.33   US $0.50        December 20, 2003
--------------  ---------  ---------  --------------  -----------------
Wayne T. Egan      42,857  US $1.33   US $0.50        December 20, 2003
                   71,429  US $1.645  US $0.50        February 22, 2003
--------------  ---------  ---------  --------------  -----------------
James Hogue        42,857  US $1.33   US $0.50        December 20, 2003
                   71,429  US $1.645  US $0.50        February 22, 2003
--------------  ---------  ---------  --------------  -----------------
Anne Holland       42,857  US $1.33   US $0.50        December 20, 2003
                   71,429  US $1.645  US $0.50        February 22, 2003
--------------  ---------  ---------  --------------  -----------------
Randall Kahn       42,857  US $1.33   US $0.50        December 20, 2003
                   71,429  US $1.645  US $0.50        February 22, 2003
--------------  ---------  ---------  --------------  -----------------
</TABLE>

Accordingly,  Shareholders  of  the  Corporation will be asked at the meeting to
consider,  and  if  thought  advisable,  to  approve  and  ratify by means of an
ordinary  resolution  the  re-pricing  of  the  stock  options to the individual
non-management  directors  listed  above.  The  resolution  Shareholders will be
asked to approve is attached to this circular as Exhibit 4.  To be approved, the
resolution must be passed by a majority of the votes cast by the Shareholders at
the  meeting  in  respect  of  this  resolution.  None  of  the  non-management
directors, or any related or affiliate parties to any such individuals, may vote
in  respect  of  this  resolution.  To  the  knowledge  of  the Corporation, the
non-management  directors  hold in aggregate 1,058,484 shares, which will not be
eligible  to  vote  on  this  resolution.

Board  Report  Regarding  Re-Pricing  Of  Stock  Options

     The  Board of Directors has considered and approved the re-pricing of stock
options  previously  issued  to  non-employee  directors  of  the  Company.  The
existing  stock options are exercisable at prices of $1.33 and $1.645 per share.
They  were granted to non-employee directors in lieu of compensation and because
of  the  drop  in  the  share  price of the Company's common stock, they provide
little  or  no  incentive  to  the  option  holders.  Accordingly,  the Board of
Directors  has  approved  the  re-pricing  of all of these options to a price of
$0.50  per  share  subject  to  approval  by  the  Shareholders  of the Company.

Lenard  Briscoe
Wayne  T.  Egan
James  E.  Hogue
Anne  Holland
Randall  B.  Kahn
Jack  E.  Wheeler

8.  GENERAL

Except as otherwise indicated, information contained herein is given as of April
24,  2002.  Management  knows  of no other matters to come before the Meeting of
Shareholders.  However,  if  any  other  matters  which  are  not  now  known to
Management  should  come properly before the Meeting, the proxy will be voted on
such  matters  in  accordance  with  the best knowledge of the person voting it.

9.  SHAREHOLDERS  PROPOSALS  FOR  NEXT  ANNUAL  MEETING

Shareholders'  Proposals  intended  to  be  presented  at the Annual and Special
Meeting  for  the  year  2003  must be received by the Corporation no later than


                                       21
<PAGE>
December 31, 2002 for inclusion in the Corporation's Proxy Statement and form of
proxy  for  that  Meeting.  Proposals  may  not  exceed  500  words.

10.  DIRECTORS  APPROVAL

The  contents  and  the  sending  of  this  Circular  to the Shareholders of the
Corporation  have  been  approved  by the Board of Directors of the Corporation.

DATED  at  Oklahoma  City,  Oklahoma  this  30th  day  of  April,  2002.


                              BY  ORDER  OF  THE  BOARD


                              JACK  E.  WHEELER
                              Chief  Executive  Officer


                                       22
<PAGE>
                                  Appendix "A"

                        ASPEN GROUP RESOURCES CORPORATION

                            AUDIT COMMITTEE CHARTER
                              (AS OF APRIL 8, 2002)

ORGANIZATION

     There  shall  be  a  committee of the Board of Directors to be known as the
Audit  Committee.

STATEMENT  OF  POLICY

     The  Audit  Committee shall provide assistance to the Board of Directors in
fulfilling their responsibility to the Shareholders, potential shareholders, and
investment  community  relating  to corporate accounting, reporting practices of
the  Company  and  the  quality  and  integrity  of the financial reports of the
Company.  In  so  doing,  it  is  the  responsibility  of the Audit Committee to
maintain  free  and  open  means  of  communication  between  the directors, the
independent  auditors,  and  the  financial  management  of  the  Company.

RESPONSIBILITIES

     In  carrying  out  its  responsibilities,  the Audit Committee believes its
policies  and  procedures  should  remain  flexible,  in  order to best react to
changing  conditions  and  to  ensure to the directors and Shareholders that the
corporate  accounting  and  reporting practices of the Company are in accordance
with  all  requirements  and  are  of  the  highest  quality.

     Management  is  responsible  for  the Company's financial reporting process
including  its  system  of  internal  control,  and  for  the  preparation  of
consolidated  financial  statements  in  accordance  with  generally  accepted
accounting  principles.  The  Company's independent auditors are responsible for
auditing those financial statements.  The Audit Committee's responsibility is to
monitor and review these processes.  It is not the duty or responsibility of the
Audit  Committee  to  conduct  auditing  or  accounting  reviews  or procedures.
Members of the Audit Committee are not required to be accountants or auditors by
profession or experts in the fields of accounting or auditing.  Accordingly, the
Audit  Committee  will  rely,  without independent verification, on management's
representation  that  the financial statements have been prepared with integrity
and  objectivity and in conformity with accounting principles generally accepted
in  the  United  States  of  America and Canada and on the representation of the
independent  auditors  included  in  their  report  on  the  Company's financial
statements.  The  Audit  Committee's  oversight  does  not  provide  it  with an
independent  basis  to  determine  that  management  has  maintained appropriate
accounting  and  financial  reporting  principles  or  policies,  or appropriate
internal  controls  and procedures designed to assure compliance with accounting
standards  and  applicable laws and regulations.  Further, the Audit Committee's
considerations  and  discussions with management and the independent auditors do
not  assure  that  the  Company's  financial  statements  will  be  presented in
accordance  with generally accepted accounting principles, that the audit of the
Company's financial statements has been carried out in accordance with generally
accepted auditing standards or that the Company's independent accountants are in
fact  "independent."

     Subject to the foregoing, in carrying out these responsibilities, the Audit
Committee  will:


                                       23
<PAGE>
     -    Review  and  recommend  to  the  Board  of  Directors  the independent
          auditors  to  be  selected  to  audit  the financial statements of the
          Company  and  its  divisions  and  subsidiaries.

     -    Meet  with  the  independent  auditors and financial management of the
          Company to review the scope of the proposed audit for the current year
          and the audit procedures to be utilized, and at the conclusion thereof
          review  such  audit,  including any comments or recommendations of the
          independent  auditors.

     -    Review with the independent auditors, and the financial and accounting
          personnel  of  the  Company,  the  adequacy  and  effectiveness of the
          accounting  and  financial  controls  of  the  Company  and elicit any
          recommendations  for  the  improvement  of  such  internal  control
          procedures  or particular areas where new or more detailed controls or
          procedures  are  desirable.  Particular  emphasis will be given to the
          adequacy  of  such  internal  controls  to  expose  any  payments,
          transactions,  or procedures that might be deemed illegal or otherwise
          improper.

     -    Review  the  internal  audit  function  of  the  Company including the
          independence  and authority of its reporting obligations, the proposed
          audit  plans  for  the coming year, and the coordination of such plans
          with  the  independent  auditors.

     -    Receive  prior  to  each  meeting  of the Audit Committee a summary of
          findings  from  completed internal audits and a progress report on the
          proposed  internal  audit  plan,  with explanations for any deviations
          from  the  original  plan.

     -    Review  the  financial  statements  contained  in the Company's annual
          report to Shareholders with management and the independent auditors to
          determine  that  the  independent  auditors  are  satisfied  with  the
          disclosure  and content of the financial statements to be presented to
          the  Shareholders.  Any  changes  in  accounting  principles  will  be
          reviewed.

     -    Provide  sufficient  opportunity  for  the  financial  and  accounting
          management  of  the  Company and the independent auditors to meet with
          the  members  of  the  Audit  Committee  without members of management
          present.  Among  the  items  to be discussed in these meetings are the
          independent  auditors'  evaluation  of  the  Company's  financial,
          accounting,  and  auditing  personnel,  and  the  cooperation that the
          independent  auditors  received  during  the  course  of  the  audit.

     -    Review  accounting  and  financial  human  resources  and  succession
          planning  within  the  Company.

     -    Submit  the  minutes  of  all  meetings  of the Audit Committee to, or
          discuss  the  matters  discussed  at  each committee meeting with, the
          Board  of  Directors.

     -    Investigate any matter brought to the attention of the Audit Committee
          within  the  scope  of  its  duties  with  the power to retain outside
          counsel  for  the  purpose  if,  in its judgment, that is appropriate.

     -    Review  and  update  the  committee's  charter  as  needed.


                                       24
<PAGE>
     -    Approve the compensation of the independent accountant, and review and
          approve  the  discharge  of  the  independent  accountants.

     -    Review  the  independence  of  the independent accountant, including a
          review  of management consulting services and related fees provided by
          the  independent  accountant.  -  Inquire  of  management  and  the
          independent accountant about significant risks or exposures and assess
          the  steps  management has taken to minimize such risk to the Company.

     -    Review  with  management  and  the  independent  accountant  at  the
          completion  of  the  annual  audit:

          -    The  Company's annual financial statements and related footnotes.

          -    The  independent  accountant's  audit of the financial statements
               and  its  report  thereon.

          -    Any  significant changes required in the independent accountant's
               audit  plan.

          -    Any  serious difficulties or disputes with management encountered
               during  the  course  of  the  audit.

          -    Other matters related to the conduct of the audit which are to be
               communicated  to  the committee under generally accepted auditing
               standards.

     -    Review  with  management  and  the independent accountants any interim
          financial  reports  before  they  are  filed  with  the  SEC  or other
          regulators.

     -    Review legal and regulatory matters that may have a material impact on
          the  financial  statements,  related  Company compliance policies, and
          programs  and  reports  received  from  regulators.

     -    Prepare a letter for inclusion in the annual report that describes the
          committee's  composition  and  responsibilities,  and  how  they  were
          discharged.

MEETINGS

     It  is expected that the Audit Committee shall meet at least four times per
year or more frequently as circumstances require.  The committee may ask members
of  management or others to attend the meeting and provide pertinent information
as  necessary.


                                       25
<PAGE>

                                   EXHIBIT "1"

                 ORDINARY RESOLUTION RE: FUTURE SHARE ISSUANCES
                     FOR ACQUISITIONS OR PRIVATE PLACEMENTS


     NOW  THEREFORE  BE  IT  RESOLVED  THAT:

1.     The  Directors  of  the Corporation be and they are hereby authorized and
directed  to  arrange  from  time  to time share issuances in the capital of the
Corporation  for  acquisitions  or  private  placements subject to the following
terms:

     (1)     All share issuances for acquisitions or private placement financing
will  be  carried  out by the Corporation in accordance with the applicable laws
and  regulations.

     (2)     The  future  share issuances for acquisitions or private placements
will  not  result  in  additional  shares  of the Corporation being issued in an
amount exceeding fifty (50%) percent of the issued and outstanding Shares in the
aggregate  of  the Corporation (including the Shares to be issued on exercise of
warrants).

     (3)     Any  of  the  future  share  issuances  for acquisitions or private
placements  would  be  substantially  at  arm's  length.

     (4)     Any  of  the future private placements would require the consent of
at  least  seventy-five  percent  (75%)  of  the  Directors  of the Corporation.

     (5)     Any  one Director or Officer of the Corporation be and he is hereby
authorized  and  directed  to  execute  and  deliver under the corporate seal or
otherwise  all  such  deeds, documents, instruments and assurances and to do all
such  acts  and  things  as in his opinion may be necessary or desirable to give
effect  to  this  resolution.


                                       26
<PAGE>

                                   EXHIBIT "2"

             ORDINARY RESOLUTION RE: AMENDMENT TO STOCK OPTION PLAN


     WHEREAS  the maximum number of Shares eligible for issuance pursuant to the
grant  of  options under the 1997 Stock Compensation Plan of the Corporation, as
amended  from  time  to  time  (the  "Plan"),  is  1,835,330;

     AND  WHEREAS  as  of  the  date of the Circular to which this Resolution is
attached,  an  aggregate  of  36,025,812 Common Shares and Special Warrants were
issued  and  outstanding  and, as a result, Management proposes that the maximum
number  of Common Shares eligible for issuance under Stock Options granted under
the  Plan  be  increased  to  3,500,000  (approximately  10%  of  the  aggregate
36,025,812  Shares  outstanding);

     AND  WHEREAS the Corporation desires to maximize the utility of the Plan by
increasing  the  number  of  Common Shares eligible for issuance pursuant to the
grant  of  options  under  the  Plan  to  the maximum permitted under applicable
securities  laws  and  regulations;

     AND  WHEREAS applicable securities laws and regulations require Shareholder
approval  to  any  amendments  to  the Plan, including amendments increasing the
maximum  number  of  shares  reserved  for  issuance  under a particular plan as
contemplated  herein;

     NOW  THEREFORE  BE  IT  RESOLVED  THAT:

     (1)     An Amendment to the Plan increasing the maximum aggregate number of
Common  Shares  reserved  by  the  Corporation  for issuance pursuant to options
granted  under  the  Plan  from  1,835,330  to  3,500,000  is hereby authorized,
approved  and  confirmed.

     (2)     Any  one Director or Officer of the Corporation be and he is hereby
authorized  and  directed  to  execute under the corporate seal or otherwise all
such  deeds,  documents,  instruments  and  assurances, and do all such acts and
things  as  in  his opinion may be necessary or desirable to give effect to this
resolution.


                                       27
<PAGE>
                                   EXHIBIT "3"


          ORDINARY RESOLUTION RE: RATIFICATION OF STOCK OPTIONS GRANTED


     WHEREAS  by  resolutions the Board of Directors of the Corporation granted,
subject  to  certain  terms  and  conditions,  the  following stock options (the
"Subject  Options")  to  the  following  individuals  (the "Subject Optionees"),
respectively,  under  the  Corporation's  stock  option  plan,  as  amended (the
"Plan"):

<TABLE>
<CAPTION>

NAME                   DATE OF      NUMBER OF  EXERCISE      EXPIRY DATE
                       GRANT        OPTIONS    PRICE
--------------------  ------------  ---------  ---------  -----------------
<S>                   <C>           <C>        <C>        <C>
Genoa Communications  July 25,         85,714  $    1.00  July 25, 2004
  Management Inc.     2001
--------------------  ------------  ---------  ---------  -----------------
Connie Garrett        August 4,        85,714  $    1.00  August 7, 2004
                      2001
--------------------  ------------  ---------  ---------  -----------------
George Moore          August 4,        85,714  $    1.00  August 7, 2004
                      2001
--------------------  ------------  ---------  ---------  -----------------
Luke McCarley         August 4,       100,000  $    1.00  August 7, 2004
                      2001
--------------------  ------------  ---------  ---------  -----------------
LaRhonda Williams     August 4,       100,000  $    1.00  August 7, 2004
                      2001
--------------------  ------------  ---------  ---------  -----------------
Bart Hampton          December 14,     20,000  $    0.50  December 14, 2004
                      2001
--------------------  ------------  ---------  ---------  -----------------
</TABLE>

     AND  WHEREAS  as  a  result  of  the issuance of the Subject Options to the
Subject  Optionees, the Corporation exceeded the maximum number of common shares
of  the  Corporation  then  issuable pursuant to stock options granted under the
Plan and, accordingly, the exercise of the said Subject Options was made subject
to  shareholder  approval;

     NOW  THEREFORE  BE  IT  RESOLVED  THAT:

     (1)     The  grant  and  issuance  of  the  Subject  Options to the Subject
Optionees,  in  accordance  with  and subject to the terms and conditions of the
Plan,  are  hereby  authorized,  ratified  and  approved.

     (2)     Any  one  director  or  officer of the Corporation be and is hereby
authorized  and  directed  to execute under corporate seal or otherwise all such
deeds,  documents, instruments and assurances and to do all such acts and things
as  in  the  director's  opinion may be necessary or desirable to give effect to
this  resolution.


                                       28
<PAGE>
                                   EXHIBIT "4"

               ORDINARY RESOLUTION RE: RE-PRICING OF STOCK OPTIONS
                       GRANTED TO NON-MANAGEMENT DIRECTORS

     WHEREAS  by resolutions of the Board of Directors on December 13, 2001, the
Board  of  Directors  of  the  Corporation authorized, subject to regulatory and
shareholder  approval,  to re-price the following options held by non-management
members  of  the  Board  of  Directors, as granted under the Corporation's Stock
Option  Plan,  as  amended  (the  "Plan"):

<TABLE>
<CAPTION>
NAME OF OPTION  NUMBER OF  EXERCISE   REVISED EXERCISE   EXERCISE PERIOD
HOLDER           OPTIONS     PRICE         PRICE
--------------  ---------  ---------  ----------------  -----------------
<S>             <C>        <C>        <C>               <C>

Lenard Briscoe     42,857  US $1.33   US $0.50          December 20, 2003
--------------  ---------  ---------  ----------------  -----------------
Wayne T. Egan      42,857  US $1.33   US $0.50          December 20, 2003
                   71,429  US $1.645  US $0.50          February 22, 2003
--------------  ---------  ---------  ----------------  -----------------
James Hogue        42,857  US $1.33   US $0.50          December 20, 2003
                   71,429  US $1.645  US $0.50          February 22, 2003
--------------  ---------  ---------  ----------------  -----------------
Anne Holland       42,857  US $1.33   US $0.50          December 20, 2003
                   71,429  US $1.645  US $0.50          February 22, 2003
--------------  ---------  ---------  ----------------  -----------------
Randall Kahn       42,857  US $1.33   US $0.50          December 20, 2003
                   71,429  US $1.645  US $0.50          February 22, 2003
--------------  ---------  ---------  ----------------  -----------------
</TABLE>

     THEREFORE  BE  IT  RESOLVED  THAT:

     (1)     The  re-pricing  of  the  options  identified  above  held  by  the
non-management  directors  of the Corporation, in accordance with and subject to
the  terms  and  conditions  of  the  Plan  is  hereby  authorized, ratified and
approved.

     (2)     Any  one  director or officer of the Corporation be and is hereby
authorized  and  directed  to execute under corporate seal or otherwise all such
deeds, documents, instruments and assurances, and to do all such acts and things
as  in  the  director's  opinion may be necessary or desirable to give effect to
this  resolution.


                                       29
<PAGE>

