______________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB (Mark One)
X Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarterly Period ended March 31, 2000
OR
Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number: 0-28814
ASPEN GROUP RESOURCES CORPORATION
(Exact name of Registrant as specified in its Charter)
Yukon Territory, Canada 98-0164357
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
3300 Bank One Center
100 North Broadway
Oklahoma City, Oklahoma 73102
(Address of principal executive offices)
Telephone Number (405) 606-8500
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all
Reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such Reports), and (2) has
been subject to such filing requirements for the past Ninety (90) Days.
Yes X No __
As of April 1, 2000 there were 117,457,372
Shares of the Registrant's Common Stock outstanding.
_____________________________________________________________________________
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ASPEN GROUP RESOURCES CORPORATION
INDEX
PART I. FINANCIAL INFORMATION Page No.
Item 1. Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets as of
March 31, 2000 3
Condensed Consolidated Statements of
Operations for the Three and Nine Months ended
March 31, 2000 and 1999 4
Condensed Consolidated Statements of Cash Flows
for the Nine Months ended March 31, 2000 and 1999 5
Notes to Condensed Consolidated
Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART 11. OTHER INFORMATION
Item 1. Legal Proceedings 8
Item 2. Changes in Securities and Use of Proceeds 8
Item 3. Defaults Upon Senior Securities 8
Item 4. Submission of Matters to a Vote of Security Holders 8
Item 5. Other Information 8
Item 6. Exhibits and Reports on Form 8K 9
Signatures 9
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PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ASPEN GROUP RESOURCES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 2000
(Expressed in U.S. Dollars)
(Unaudited)
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS:
Cash $ 587,607
Accounts receivable 739,207
Materials and supplies inventory 77,305
Prepaid expenses 32,630
---------------
Total Current Assets $ 1,436,749
PROVED OIL and GAS PROPERTIES (full cost method)
Net of accumulated depletion of $869,780 35,599,798
OFFICE FURNITURE and EQUIPMENT
Net of accumulated depreciation of $68,579 193,120
OTHER ASSETS 7,930
---------------
Total Assets $ 37,237,597
===============
</TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<S> <C>
CURRENT LIABILITIES:
Accounts Payable $ 442,612
Royalties Payable 28,606
Accrued Expenses 67,742
Accrued Interest 124,825
Notes Payable and current long term debt 1,809,099
--------------
Total Current Liabilities $ 2,472,884
LONG TERM DEBT $ 2,849,620
STOCKHOLDERS' EQUITY:
Preferred Stock, no par value, authorized-unlimited,
none issued --
Common Stock, no par value, authorized-unlimited,
117,457,372 issued 45,819,366
Less Subscriptions for 400,601 Shares (214,436)
Warrants and Beneficial Conversion 823,695
Retained Deficit (14,513,532)
-------------
Total Stockholders' Equity $ 31,915,093
-------------
Total Liabilities and Stockholders' Equity $ 37,237,597
==============
</TABLE>
See accompanying notes to these financial statements
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ASPEN GROUP RESOURCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
(Expressed in U.S. Dollars)
(Unaudited)
Three Months Ended March 31, Nine Months Ended March 31,
2000 1999 2000 1999
----------- ------------ ---------- -----------
REVENUE:
Oil and Gas Sales $ 720,017 $ 58,732 $2,030,018 $ 253,901
Equipment Sales 73,375 19,913 683,708
Other Income 291,259 6,520 291,259 33,432
----------- ------------- ----------- ------------
Total Revenue $ 1,011,276 $ 138,627 $2,341,190 $ 971,041
----------- ------------- ----------- ------------
EXPENSES:
Oil and Gas
Production $ 168,146 $ 99,524 $ 302,966 $ 279,001
Equipment Purchase-Rework 34,153 281,850
Equipment Operations 3,750 9,946 179,341
General and
Administrative 206,809 232,278 669,520 877,466
Depreciation and
Depletion 67,178 31,566 170,103 141,796
----------- ------------ ----------- ------------
Total Expenses $ 442,133 $ 401,271 $1,152,535 $ 1,759,454
----------- ------------ ----------- ------------
INCOME (LOSS)
OPERATIONS $ 569,143 $ (262,644) $1,188,655 $ (788,413)
Interest and
Financing Expense (125,003) ( 50,481) (374,086) (315,587)
Gain (Loss) on
Sale of Assets (9,600,000) (9,600,000)
Interest Income 0 159
----------- ------------- ----------- -----------
PRETAX INCOME (LOSS) $ 444,140 $ (9,913,125) $ 814,569 $(10,703,841)
INCOME TAX
(None, due to application
of prior loss) 3,342,725 3,627,383
NET INCOME (LOSS)
Before Minority
Interest $ 444,140 $ (6,570,400) $ 814,569 $ (7,076,458)
MINORITY INTEREST $ 249,259
------------ ------------- ----------- -------------
NET INCOME (LOSS) $ 444,140 $ (6,570,400) $ 565,310 $ (7,076,458)
============ ============= =========== =============
NET INCOME (LOSS)
PER SHARE $ 0.01 $ (0.31) $ 0.01 $ (0.36)
============ ============= =========== =============
WEIGHTED AVERAGE
SHARES 83,897,389 20,859,360 61,032,807 19,414,097
============ ============= =========== =============
See accompanying notes to these Financial Statements
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ASPEN GROUP RESOURCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Expressed in U.S. Dollars)
(Unaudited)
<TABLE>
Nine Months ended March 31,
2000 1999
----------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ 565,310 $ (7,076,458)
Adjustments to reconcile net income
(loss) to net cash (used)provided by
operating activities
Deferred income tax benefits (3,627,383)
Depreciation and depletion 170,103 141,796
Amortization 74,426
Common stock issued for services 155,616
Changes in Operating Assets and Liabilities
Accounts payable and accrued
liabilities (258,762) (37,584)
Materials and supplies inventory 20,345 434,045
Accounts receivable and
other prepaids (329,279) 267,933
Change in prepaid expenses 180,158
Other 18,291 3,851
----------------- ----------------
Net cash provided by operating activities $ 186,008 $ (9,483,600)
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to oil and gas properties $ (6,014,782) $ (985,393)
Additions to office furniture and
equipment (88,283) (31,832)
Disposal of oil and gas properties 13,197,644
Costs related to disposal of oil
and gas properties (301,760)
---------------- ----------------
Net cash (used) provided by
investing activities $(6,103,065) $ 11,878,659
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from related parties $ (200,000) $ 3,279
Sale of common stock and exercise of
warrants 2,886,342 617,402
Issuance of notes payable 350,000
Conversion of trade payables to
long term debt 281,291
Conversion of debenture to
common stock 100,000
Conversion of accounts payables to
common stock 94,090
Proceeds from Long Term Debt 3,818,601
Cash obtained in acquisition of East
Wood Energy Ventures 68,816
Extinguishment of convertible
debenture (4,220,000)
Reduction in deferred costs related
to convertible debentures 701,518
Costs related to sale of stock and
notes (76,178) (360,900)
---------------- ---------------
Net Cash provided (used) by financing
activities $ 6,495,581 $ (2,436,320)
---------------- ---------------
INCREASE (DECREASE) IN CASH $ 578,524 $ (41,261)
CASH - Beginning of period 9,083 54,851
---------------- ---------------
CASH - End of period $ 587,607 $ 13,590
=============== ===============
SUPPLEMENTAL INFORMATION
Cash paid for interest $ 374,086 4,472
Oil and gas properties acquired with
common stock and special warrants 19,135,228
Acquisition consulting fees paid in stock 367,083
Related party advances and accrued
salaries paid in stock 500,000
Conversion of debt to Common Stock 273,510
Beneficial conversion feature on
convertible debentures (479,162)
</TABLE>
See accompanying notes to these financial statements
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ASPEN GROUP RESOURCES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
(Unaudited)
(1) Nature of Business and Basis of Preparation and Presentation
Aspen Group Resources Corporation's (the "Company") primary strategic business
focus is to build Shareholder Value through the development of its existing
producing Oil and Gas Properties, conducting an active exploitation
program on these Properties, pursuing the acquisition, development and
exploitation of Oil and Gas Properties that offer the potential for increased
production and continuing to control costs.
The Condensed Consolidated Financial Statements of Aspen Group Resources
Corporation and Subsidiaries (collectively "Aspen Group") included herein have
been prepared by Aspen Group without audit. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted,
since Aspen Group believes that the disclosures included are adequate to make
the information presented not misleading. In the opinion of Management,
the Condensed Consolidated Financial Statements include all adjustments
consisting of normal recurring adjustments necessary to present fairly the
financial position, results of operations, and cash flows as of the dates
and for the periods presented. These Condensed Consolidated Financial
Statements should be read in conjunction with the Consolidated Financial
Statements and the notes thereto included for the fiscal year ended June 30,
1999.
In prior years the Company had been considered a development stage company.
(2) Earnings per Share
Diluted earnings per share for the Three and Nine Month periods ended March 31,
2000 are the same as basic earning per share because the exercise of potentially
dilutive securities would not have a significant effect. The Company reported a
loss for the Three and Nine Month periods ended March 31,1999, and therefore, no
diluted earnings per share is presented.
(3) Common Stock
On September 16, 1999 the Company acquired the Fifty (50%) Percent of
the outstanding Equity Shares of East Wood Equity Ventures, Inc. ("East Wood"),
in exchange for the Company issuing 25,000,000 Shares of Common Stock and
21,230,897 Special Warrants (each exercisable for One Share upon approval by
Shareholders). The Company issued 2,700,000 Shares of Common Stock valued at
$397,000 for consulting services in connection with the acquisition of oil and
gas properties; the Company issued 2,200,000 Shares and 1,000,000 Warrants
exercisable at $0.21875 per Share for three years in private placements to two
Investors for $518,750 in cash less $39,448 in costs related to the sale of the
Common Stock; the Company issued 3,125,000 Shares of Common Stock in settlement
of $500,000 of accrued salaries and advances from related parties; the Company
issued 1,122,857 Shares of Common Stock and 1,122,857 Warrants exercisable at
$0.185 per Share for 18 Months in a private placement to one Investor for
$196,500 in cash. The company issued 4,000,000 Shares of Common Stock and
4,000,000 Warrants exercisable at $0.18 per Share for 18 Months in a private
placement to two Investors for $600,000 in cash. The Company issued 543,333
Shares for consulting services in connection with the private placements of
Stock. On February 28, 2000 the Company purchased the remaining 50% of the
outstanding Equity Share of East Wood in exchange for the Company issuing
26,230,897 Shares of Common Stock.
The proforma effects of the East Wood purchase are: proforma revenues and
historical revenues are the same; the effect on net income would be to increase
net income by approximately $250,000; and no effect on per share amounts.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
First Nine Months Fiscal 2000 and First Nine Months Fiscal 1999
During the Nine Months ended March 31, 2000, Aspen Group earned net income
of $565,310, which compares to a loss of $7,076,458 during the first Nine Months
of Fiscal 1999. The increase in earnings is a result of production from newly
purchased Oil and Gas Properties and that Aspen Group incurred a $9,600,000 loss
on sale of assets in 1999.
Oil and gas sales increased to $2,030,018, an increase of $1,776,117 or
700% during the Nine Months ended March 31, 2000, when compared to the prior
fiscal period. This increase reflects the results of Oil and Gas Properties
acquired during this period. The Properties, which are located in Arkansas,
California, Louisiana, Montana, Oklahoma, Texas and Wyoming, represent interests
in approximately 500 producing Oil and Gas Properties.
Equipment sales and related cost decreased from $683,708 and $461,191
respectively in 1999 to immaterial amounts in the Nine Months ended March 31,
2000. This decrease reflects the cessation of and the termination of the
equipment sales operations.
General and administrative expenses decreased approximately 24% to $669,520
during the nine months ended March 31, 2000. The decrease reflects the
discontinuance of equipment operations, the change in the location of the
Corporate Offices, the reduction in the number of administrative employees and
the elimination of other associated overhead expenses.
Third Three Months Fiscal 2000 and Third Three Months Fiscal 1999
During the Three Months ended March 31, 2000, Aspen Group earned net income
of $444,140, which compares to a loss of $6,570,400 during the third Three
Months of Fiscal 1999. The increase in earnings is a result production from
newly purchased Oil and Gas Properties and that Aspen Group incurred a
$9,600,000 loss on sale of assets in 1999.
Oil and gas sales increased to $720,017, an increase of $661,285 or 1126%
during the Three Months ended December 31, 1999. This increase reflects the
results of Oil and Gas Properties acquired during the Three Months
ended September 30,1999. The Properties, which are located in Arkansas,
California, Louisiana, Montana, Oklahoma, Texas and Wyoming, represent interests
in approximately 500 producing Oil and Gas Properties.
Equipment sales and related cost decreased from $73,375 and $37,903
respectively in 1999 to nothing in the Three Months ended March 31, 2000. This
decrease reflects the cessation of and the termination of the equipment
sales operations.
General and administrative expenses decreased approximately 11% to $206,809
during the Three Months ended March 31, 2000. The decrease reflects increased
professional fees related to asset acquisitions and related matters offset by
the discontinuance of equipment operations and the reduction in the number of
administrative employees.
Liquidity and Capital Resources
As of March 31, 2000, Aspen Group had a working capital deficiency of
$1,036,135 calculated by subtracting current liabilities of $2,472,884 from
current assets of $1,436,749. Aspen Group intends to finance its development
activities with the proceeds from existing oil and gas revenues, private
placements, exercise of warrants and traditional bank debt. No assurance can be
given that the Company will be successful in these efforts.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As of the date of this filing, there are no legal proceedings pending
against Aspen Group.
Item 2. Changes in Securities and Use of Proceeds.
During the Three Months ended March 31, 2000, the Company issued 4,000,000
Shares of Common Stock and 4,000,000 Warrants to purchase Shares of Common Stock
for $0.18 per Share for 18 Months in a private placement to Two Investors for
$600,000 in cash. The Company also issued 1,000,000 Shares of Common Stock to
one Company in exchange for consulting services and the Company issued
26,230,897 shares of Common Stock in consideration for oil and gas property
valued at $12,362,158. Both issuances of securities were made in reliance on
Section 4 (2) of the Securities Act. The Company determined that the purchasers
of these securities were sophisticated investors who had the financial ability
to assume the risk of their total investment, acquired the securities for their
own account and not with a view to any distribution to the Public. On April 20,
2000 the Company acquired ownership interests in 35 Oil and Gas Producing
Properties and 239 net Mineral Acres in exchange for the Company issuing 940,000
shares of restricted Common Stock.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on February 28, 2000.
The Shareholders approved Six (6) Resolutions including a change of name for the
Company from Cotton Valley Resources Corporation to Aspen Group Resources
Corporation, approval of the re-appointment of Lane Gorman Trubitt, L.L.P. as
Auditors, approval of the acquisition of the remaining Fifty (50%) Percent of
East Wood Equity Venture, election of the Five (5) Members of the Board of
Directors, an amendment to the Corporation's Stock Option Plan and the
authorization for the Corporation to enter into private placement agreements.
Item 5. Other Information
Safe Harbor Statement under the Private Securities Litigation Reform
Act of 1995:
Certain statements in this filing, and elsewhere (such as in other filings
by Aspen Group with the Commission, press releases, presentations by Aspen Group
or its Management and oral statements) constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements of Aspen Group to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors include, among other things, (i) significant
variability in Aspen Group's quarterly revenues and results of operations as a
result of variations in the Aspen Group's production in a particular quarter
while a significant percentage of its operating expenses are fixed in advance,
(ii) changes in the prices of oil and gas, (iii) Aspen Group's ability to
obtain capital, and (iv) other risk factors commonly faced by small oil and gas
companies.
New Accounting Bulletin:
In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
No. 101"). SAB No. 101 summarizes certain of the SEC staff's views in applying
generally accepted accounting principles to revenue recognition in financial
statements. We are presently evaluating the impact, if any, that SAB N0. 101
will have on our reported results.
Year 2000 Compliance:
The Company's computer systems and products successfully transitioned to the
Year 2000 with no significant problems. The Company will continue to monitor
latent problems that could surface at key dates or events in the future. It is
not anticipated that there will by any significant problems related to these
dates or events. To date, the Company has not incurred material costs associated
with Year 2000 compliance or any disruption with vendors or operations.
Furthermore, the Company believes that any future costs associated with Year
2000 compliance efforts will not be material.
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Item 6. Exhibits and Reports on Form 8-K
The Company made no filings on Form 8-K during the Three Months ended March
31, 2000.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 5, 2000
ASPEN GROUP RESOURCES CORPORATION
(Registrant)
/s/ Jack E. Wheeler
Jack E. Wheeler
Chief Executive Officer
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EX-27
Financial Data Schedule
[TYPE]EX-27
<SEQUENCE>2
<TABLE> <S> <C>
[ARTICLE] 5
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED STATEMENTS OF ASPEN GROUP RESOURCES CORPORATION FOR
THE THREE AND NINE MONTH PERIODS ENDED MARCH 31, 2000, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH DOCUMENTS
<S> <C>
[PERIOD-TYPE] 9-MOS
[FISCAL-YEAR-END] JUN-30-2000
[PERIOD-START] JUL-01-1999
[PERIOD-END] MAR-31-2000
[CASH] 587,607
[SECURITIES] 0
[RECEIVABLES] 739,207
[ALLOWANCES] 0
[INVENTORY] 109,935
[CURRENT-ASSETS] 1,436,749
[PP&E] 36,739,207
[DEPRECIATION] 938,359
[TOTAL-ASSETS] 37,237,597
[CURRENT-LIABILITIES] 2,472,884
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 45,819,366
[OTHER-SE] (11,054,653)
[TOTAL-LIABILITY-AND-EQUITY] 37,237,597
[SALES] 2,049,931
[TOTAL-REVENUES] 2,341,190
[CGS] 302,966
[TOTAL-COSTS] 0
[OTHER-EXPENSES] 1,098,828
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 374,086
[INCOME-PRETAX] 565,310
[INCOME-TAX] 0
[INCOME-CONTINUING] 565,310
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 565,310
[EPS-BASIC] .01
[EPS-DILUTED] .01
</TABLE>
