                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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):  January 1, 2002



                        Aspen Group Resources Corporation
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             (Exact name of Registrant as specified in its charter)


        Yukon, Canada                  0-28814                   98-0164357
----------------------------       ----------------        ---------------------
(State or other jurisdiction         (Commission               (IRS Employer
      of incorporation)              File Number)            Identification No.)


         3000 Bank One Center
          100 North Broadway
       Oklahoma City, Oklahoma                                      73102
 --------------------------------------                           ---------
(Address of principal executive offices)                          (Zip code)


       Registrant's telephone number, including area code:  (405) 606-8500
                                                            ----------------

                                       N/A
           ----------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>
ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

     Effective  January  1,  2002,  Aspen  Group  Resources  Corporation  (  the
"Registrant")  acquired  39,314,048 shares, representing approximately 79.8%, of
the  outstanding  common  stock  of  Endeavour  Resources, Inc. ("Endeavour"), a
corporation  incorporated under the Business Corporations Act of the Province of
Alberta,  Canada,  in  exchange for approximately 9,337,086 shares, representing
approximately  31.6%, of the outstanding Common Stock of the Registrant together
with  share  purchase warrants entitling the tendering Endeavour shareholders to
purchase  an  additional 4,668,543 shares of the Common Stock of the Registrant.
Each  whole  share purchase warrant entitles the holder to purchase one share of
Common  Stock  of the Registrant at a price of US$1.25 until September 30, 2002,
or  US$1.75  thereafter  until  June  30,  2003.

     In  addition,  effective  January  1,  2002, the Registrant acquired common
share  purchase  warrants  of  Endeavour  entitling  the  holder  to  acquire
approximately  3,750,000  additional  shares  of  Endeavour  common  stock.  In
exchange  for these warrants, the Registrant issued 890,625 Class B common share
purchase warrants (the "Class B Warrants"), each whole Class B Warrant entitling
the  holder  to  purchase  one  share of the Common Stock of the Registrant at a
price  of US$1.33 per share until June 28, 2002.  The Endeavour common stock and
warrants  are  herein  referred  to  as  the  "Endeavour  Securities."

     The  Registrant  and  Endeavour  are  publicly-owned  independent  energy
companies  engaged  in  the  exploration  for,  development  and  production  of
petroleum and natural gas in Canada and the United States.  The Registrant's oil
and  gas  operations are located primarily in the States of Oklahoma, Kansas and
Texas.  Endeavour's oil and gas operations are located primarily in the Province
of  Alberta.  The Registrant made the offer to purchase the Endeavour Securities
in  order  to  acquire  control  of  or  to own all of the outstanding Endeavour
Securities  and  thereby  to increase its oil and gas production, and to acquire
the  growth  potential  of  Endeavour's  oil  and  gas  production.

     The Registrant's offer for Endeavour Securities will continue until January
31,  2002.  Upon completion of its offer, the Registrant intends to complete the
acquisition of 100% of the Endeavour Securities through a compulsory transaction
permitted  under applicable law upon the same terms included in the offer.  Upon
completion  of  the  acquisition  of  the  Endeavour  Securities, the Registrant
estimates  that  it  will  have  issued an aggregate of approximately 11,944,811
shares,  representing  approximately  37.2%  of its Common Stock and warrants to
purchase  an  aggregate  of  6,863,030  shares  of  its  Common  Stock.

     Prior  to  making  the  offer  to  purchase  the  Endeavour Securities, the
Registrant  and  a  group  of  14  Endeavour  shareholders  holding collectively
19,419,873  shares,  or  48.9%,  of Endeavour's outstanding common stock entered
into various agreements in which, among other things, the Endeavour shareholders
committed  to  tender  their  shares  to the Registrant.  Upon completion of the
transaction,  assuming  that  the  Registrant  acquires  all  of  the  Endeavour
Securities,  such 14 Endeavour shareholders will hold in the aggregate, directly
or  indirectly,  5,379,741  shares,  or  approximately 16.7%, of the outstanding
Common  Stock  of the Registrant and warrants to acquire an additional 2,689,870
shares.


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<PAGE>
ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (a)  Financial statements of business acquired.

     (b)  Pro forma financial information.

Items  (a)  and  (b) above shall be provided by amendment to this Form 8-K filed
within  60  days  of  the  date  this  report  is  required  to  be  filed.

     (c)  Exhibits.

          1.   Offer to Purchase dated November 23, 2001.

          2.   Notice of Change and Extension to offer to Purchase dated
               December 21, 2001.




                                    SIGNATURE

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned,  hereunto  duly  authorized.

                                         ASPEN GROUP RESOURCES CORPORATION



Dated:  January 14, 2002                 By:  /s/  Jack E. Wheeler
                                              --------------------------------
                                              Name:  Jack E. Wheeler
                                              Title: Chairman of the Board and
                                                     Chief Executive Officer



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<PAGE>
                                INDEX TO EXHIBITS



EXHIBIT
NUMBER         DESCRIPTION
-------        -----------

(2)A.          Offer to Purchase, dated November 23, 2001.

(2)B.          Notice of Change and Extension to Offer to Purchase, dated
               December 21, 2001



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<PAGE>

