______________________________________________________________________________
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 September 30, 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 October 20, 2000 there were 131,159,006 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 Sheet as of
September 30, 2000 (unaudited) 3
Condensed Consolidated Statements of
Operations for the three months ended
September 30, 2000 and 1999 (unaudited) 4
Condensed Consolidated Statements of Cash Flows
for the three months ended September 30, 2000 and 1999
(unaudited) 5
Notes to Condensed Consolidated (unaudited)
Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 6
PART 11. OTHER INFORMATION
Item 1. Legal Proceedings 7
Item 5. Other Information 7
Signatures 7
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PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ASPEN GROUP RESOURCES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2000
(Unaudited)
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS:
Cash $ 358,326
Accounts receivable 2,321,690
Materials and supplies inventory 77,305
---------------
Total Current Assets $ 2,757,321
PROVED OIL and GAS PROPERTIES (full cost method)
Net of accumulated depletion of $2,249,614 42,227,381
OFFICE FURNITURE and EQUIPMENT
Net of accumulated depreciation of $103,061 301,183
OTHER ASSETS 34,811
---------------
Total Assets $ 45,320,696
===============
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LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
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CURRENT LIABILITIES:
Accounts payable $ 715,301
Accrued expenses 250,247
Accrued interest 150,593
Notes payable and current maturities
of long-term debt 4,920,000
--------------
Total Current Liabilities 6,036,141
--------------
LONG TERM DEBT, LESS CURRENT MATURITIES 9,589,302
STOCKHOLDERS' EQUITY:
Preferred Stock, no par value, authorized-unlimited,
none issued --
Common Stock, no par value, authorized-unlimited,
127,684,006 issued 43,636,625
Less subscriptions for 857,744 shares (214,436)
Warrants and beneficial conversion feature 823,695
Accumulated Deficit (14,550,631)
-------------
Total Stockholders' Equity $ 29,695,253
-------------
Total Liabilities and Stockholders' Equity $ 45,320,696
==============
</TABLE>
See accompanying notes to these condensed consolidated financial statements
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ASPEN GROUP RESOURCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
(Unaudited)
<TABLE>
Period from Period from
July 1, 2000 to July 1, 1999 to
September 30, 2000 September 30, 1999
----------------- ------------------
<S> <C> <C>
REVENUE:
Oil and gas sales $ 2,187,562 $ 677,497
------------------ ------------------
Total Revenue 2,187,562 677,497
------------------ ------------------
EXPENSES:
Oil and gas production 590,463 43,201
General and administrative 419,896 224,326
Depreciation and depletion 469,806 49,067
------------------ ------------------
Total Expenses 1,480,165 316,594
------------------ ------------------
INCOME FROM OPERATIONS 707,397 360,903
Interest and financing expense (273,307) (125,556)
------------------ ------------------
INCOME BEFORE INCOME TAXES 434,090 235,347
INCOME TAXES(None, due to application - -
of prior loss)
------------------ ------------------
NET INCOME BEFORE
MINORITY INTEREST 434,090 235,347
------------------ ------------------
MINORITY INTEREST - 168,583
------------------ ------------------
NET INCOME $ 434,090 $ 66,764
================== ==================
NET INCOME PER SHARE $ 0.00 $ 0.00
================== ==================
WEIGHTED AVERAGE SHARES 126,848,952 35,449,501
================== ==================
</TABLE>
See accompanying notes to these condensed consolidated financial statements
Page 4
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ASPEN GROUP RESOURCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
Period from Period from
July 1, 2000 July 1, 1999
to September 30, 2000 to September 30, 1999
--------------------- ---------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 434,090 $ 66,764
Adjustments to reconcile net
income to net cash provided
(used) by operating activities:
Depreciation and depletion 469,806 49,067
Changes in Operating Assets
and Liabilities :
Accounts payable and accrued liabilities 166,694 (352,195)
Materials and supplies inventory - 9,160
Accounts receivable and other prepaids (536,177) (59,219)
Other 36,601 18,291
-------------- -------------
Net cash provided (used)
by operating activities 571,014 (268,132)
--------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock and
exercise of warrants 226,500 518,750
Proceeds from Long Term Debt 1,718,712 200,000
Cash obtained in acquisition of
East Wood Energy Venture, Inc. - 66,816
Costs related to sale of stock and notes - (39,448)
Repayment of notes payable - (170,960)
--------------- -------------
Net cash provided by
financing activities 1,945,212 575,158
--------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to oil and gas properties (1,892,506) (43,538)
Exploration and development
cost capitalized (522,409) -
Additions to office
furniture and equipment (62,231) -
----------------- --------------
Net cash (used) by
investing activities (2,477,146) (43,538)
----------------- --------------
INCREASE IN CASH 39,080 263,488
CASH - Beginning of period 319,246 9,083
---------------- --------------
CASH - End of period $ 358,326 $ 272,571
================ ==============
SUPPLEMENTAL INFORMATION
Cash paid for interest $ 273,307 $ 88,020
Oil and gas properties
acquired with common stock - 5,895,840
and special warrants
Acquisition consulting fees
paid in stock - 272,000
Related party advances and
accrued salaries paid in stock - 500,000
</TABLE>
See accompanying notes to these condensed consolidated financial statements
Page 5
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ASPEN GROUP RESOURCES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
(Unaudited)
(A) Nature of Business and Basis of Preparation and Presentation
Aspen Group Resources Corporation's (the "Company") primary strategic business
focus is to build value through the development of its existing producing Oil
and Gas Properties by conducting an active exploitation program on these
Properties and pursuing the acquisition, development, and exploitation of Oil
and Gas Properties that offer the potential for increased production while
continuing to control cost.
The Condensed Consolidated Financial Statements of Aspen Group Resources
Corporation and Subsidiaries (collectively "Aspen Group" or the "Company")
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,
2000.
(B) Earnings per Share
Diluted earnings per share for the three month periods ending September 30, 2000
and 1999 are the same as basic earnings per share because the exercise of
potentially dilutive securities would not have a significant effect.
(C) Common Stock
During the three month period ended September 30, 2000, the Company issued
1,300,000 shares of common stock for $ 0.18 per share upon the exercise of
warrants.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
First Three Months Fiscal 2001 and First Three Months Fiscal 2000
During the three months ended September 30, 2000, Aspen Group earned net
income of $434,090 which compares to net income of $ 66,764 during the first
three months of fiscal 2000. The increase in earnings is a result of production
from newly purchased oil and gas properties.
Oil and gas sales increased to $2,187,562 during the three months ended
September 30, 2000, an increase of $ 1,510,065 or 223%, compared to last year.
This increase reflects the results of oil and gas properties acquired during the
last year. The Properties which are located in Alabama, Arkansas, California,
Louisiana, Michigan, Mississippi, Montana, New Mexico, Oklahoma, Texas and
Wyoming represent additional interests in 885 Producing Oil and Gas Properties,
making the total Properties currently owned of approximately 1,285.
General and Administrative expenses increased approximately 87% to $419,896
during the three months ended September 30, 2000. The increase reflects the
expansion of staff related to the operation of the additionally acquired
Oil and Gas Properties.
Liquidity and Capital Resources
As of September 30, 2000, Aspen Group Resources has a working capital
deficit of $3,278,820 calculated by subtracting current liabilities of
$6,036,141 from current assets of $ 2,757,321. Aspen Group Resources intends
to finance its development activities with the proceeds from private placements,
exercise of warrants and traditional bank debt. No assurance can be given that
the Company will be successful in these efforts.
Page 6
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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 Resources, that in Management's opinion would have a
material adverse effect on the Company's Financial position.
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 Resources with the Commission, press releases, presentations by
Aspen Group Resources 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 Resources 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.
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: October 30, 2000
ASPEN GROUP RESOURCES CORPORATION
(Registrant)
/s/ Jack E. Wheeler
Jack E. Wheeler
Chief Executive Officer
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[ARTICLE] 5
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND THE CONDENSED
CONSOLIDATED BALANCE SHEET AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH SEPTEMBER 2000 10QSB
<TABLE>
<S> <C>
[PERIOD-TYPE] 3-MOS
[FISCAL-YEAR-END] JUN-30-2001
[PERIOD-END] SEP-30-2000
[CASH] 358,326
[SECURITIES] 0
[RECEIVABLES] 2,321,690
[ALLOWANCES] 0
[INVENTORY] 77,305
[CURRENT-ASSETS] 2,757,321
[PP&E] 44,916,050
[DEPRECIATION] 2,352,675
[TOTAL-ASSETS] 45,320,696
[CURRENT-LIABILITIES] 6,036,141
[BONDS] 9,589,302
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 43,636,625
[OTHER-SE] (13,941,372)
[TOTAL-LIABILITY-AND-EQUITY] 45,320,696
[SALES] 2,187,562
[TOTAL-REVENUES] 2,187,562
[CGS] 590,463
[TOTAL-COSTS] 0
[OTHER-EXPENSES] 889,702
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 273,307
[INCOME-PRETAX] 434,090
[INCOME-TAX] 0
[INCOME-CONTINUING] 434,090
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 434,090
[EPS-BASIC] .00
[EPS-DILUTED] 0
</TABLE>
