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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
COTTON VALLEY RESOURCES CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
221905-10-2
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(CUSIP Number)
CUSTER COUNTY DRILLING, INC., C/O S.A. MORRIS, PRESIDENT, P.O. BOX 156,
HIBISCUS SQUARE, POND STREET, GRAND TURK, TURKS AND CAICOS ISLANDS;
TELEPHONE (649) 946-2504
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 29, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. / /
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item I; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 224908 30 1
CUSTER COUNTY DRILLING, INC.
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(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above
Persons (entities only)
NOT APPLICABLE
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(2) Check the Appropriate Box if a Member (a) / /
of a Group (b) / /
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(3) SEC Use Only
SHARES RECEIVED WHEN PUBLIC COMPANY ACQUIRED PRIVATE COMPANY BY MEANS
OF SHARE EXCHANGE.
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(4) Source of Funds
N/A
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
TURKS AND CAICOS ISLANDS
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(6) Citizenship or Place of Organization
Number of Shares (7) Sole Voting Power
Beneficially Owned 14,153,932 SHARES OF COMMON STOCK
by Each Reporting ----------------------------------------------
Person With (8) Shared Voting Power
N/A
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(9) Sole Dispositive Power
14,153,932 SHARES OF COMMON STOCK
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(10) Shared Dispositive Power
N/A
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14,153,932 SHARES OF COMMON STOCK
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
N/A
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
12.1% OF COMMON STOCK
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(13) Percent of Class Represented by Amount in Row (11)
CORPORATION
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(14) Type of Reporting Person
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ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $.001 par value (the
"Common Stock") and other securities of Cotton Valley Resources Corporation, a
Yukon Territory, Canada corporation (which recently changed its corporate name
to Aspen Group Resources Corporation) which has its principal executive
offices at 3300 Bank One Center, 100 N. Broadway, Oklahoma City, Oklahoma
73102-8601.
ITEM 2. IDENTITY AND BACKGROUND
This statement relates to the securities of the Issuer that were acquired
by Custer County Drilling, Inc., whose principal business is P.O. Box 156,
Hibiscus Square, Pond Street, Grand Turk Turks and Caicos Islands. Its
business address is P.O. Box 156, Hibiscus Square, Pond Street, Grand Turk
Turks and Caicos Islands.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Custer County Drilling, Inc., Inc. acquired 14,153,932 shares of the
Common Stock, $.001 par value of the Issuer. The securities were not acquired
directly from the Issuer. The shares were acquired when the Issuer bought out
East Wood Ventures Inc., and Custer County Drilling, Inc., Inc. was a
shareholder of East Wood Ventures, Inc. at the time of the purchase by Issuer.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of the securities of the Issuer by Custer
County Drilling, Inc., Inc. was primarily for investment purposes.
(a) There are no tentative plans and proposals to issue additional
securities of the Issuer in exchange for assets.
(b) There are no current plans or proposals regarding an extraordinary
transaction, such as a specific merger, reorganization, or liquidation
involving the Issuer or its subsidiaries.
(c) There are no current plans or proposals involving a sale or transfer
of a material amount of the assets of the Issuer or its subsidiaries.
(d) There are no plans to change the total authorized number of directors
on the Board of Directors, or to change their term of office.
(e) There are no current plans or proposals to cause any material change
in the present capitalization or dividend policy of the Issuer.
(f) There are no current plans or proposals to make material changes in
the Issuer's business or corporate structure.
(g) There are no current plans or proposals to make any changes in the
Issuer's charter, bylaws or similar instruments, or other actions that may
impede the acquisition of control of the Issuer by any person.
(h) There are no current plans or proposals to cause the Common Stock of
the Issuer to be delisted from the over-the-counter Electronic Bulletin Board
market.
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(i) There are no current plans or proposals to cause the Common Stock of
the Issuer to become eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934.
(j) There are no current plans or proposals regarding any action similar
to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, Custer County Drilling, Inc., Inc. is the
beneficial owner of 14,1153,932 shares of the Common Stock of the Issuer.
(b) Custer County Drilling, Inc., Inc. has the sole power to vote and to
dispose of the securities of the Issuer described herein.
(c) No other purchases or sales of the Common Stock of the Issuer have
been made by Custer County Drilling, Inc., Inc. the past 60 days.
(d) To the best knowledge of Custer County Drilling, Inc., Inc., no other
person has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities beneficially
owned by it.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) to the best his
knowledge, concerning the transfer or the voting of any securities of the
Issuer, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies regarding the securities of the Issuer owned by Custer
County Drilling, Inc.
TEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
April 10, 2000
Custer County Drilling, Inc.
By: /s/ S.A. Morris
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President
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