ASPEN GROUP RESOURCES CORPORATION

AND SUBSIDIARIES






CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




JUNE 30, 2005








ASPEN GROUP RESOURCES CORPORATION

AND SUBSIDIARIES



INDEX



      Page No.

FINANCIAL INFORMATION


Condensed Consolidated Financial Statements


Condensed Consolidated Balance Sheet as of

June 30, 2005 and 2004 (unaudited)

3


Condensed Consolidated Statements of Operations for the

six months ended June 30, 2005 and 2004 (unaudited)

4


Condensed Consolidated Statements of Cash Flows for the

six months ended June 30, 2005 and 2004 (unaudited)

5



NOTES TO CONDENSED CONSOLIDATE FINANCIAL STATEMENTS (unaudited)


Nature of Business and Basis of Preparation and Presentation

Nature of Business

6

Financial Statement Presentation

6

Restricted Cash

6


Discontinued Operations

6


Earnings Per Share

6


Common Stock Issued

6


Operations

7


Related Party Transactions

7


Other Information

Safe Harbor Statement

7






ASPEN GROUP RESOURCES CORPORATION AND SUBSIDIARIES


CONDENSED CONSOLIDATED BALANCE SHEET

June 30, 2005   (Unaudited)

(Expressed in US Dollars)



  

June 30, 2005

(Unaudited)

 

December 31, 2004

(audited)

ASSETS

    

Current Assets

    

  Cash

$

1,762,878

$

4,996,185

  Cash - Restricted

 

1,000,000

 

-

  Accounts receivable net of allowances

    

    Trade

 

1,900,551

 

1,409,092

    Other

 

11,290

 

11,631

  Net assets of discontinued operations

 

-

 

1,281,037

  Materials and supplies inventory

 

348,725

 

69,577

  Prepaid expenses

 

115,602

 

111,113

    Total current assets

$

5,139,046

$

7,878,635

     

Proved Oil & Gas Properties (full cost method)

    

  net of accumulated depletion of $14,237,729 and $13,738,929

$

6,297,052

$

5,085,989

     

Property and Equipment

    

  net of accumulated depreciation of $2,372,353 and $2,288,387

 

653,666

 

754,279

     

Other Assets

    

  Notes receivable

 

43,082

 

49,285

  Deposits and other assets

 

49,880

 

8,880

     

      Total Assets

$

12,182,726

$

13,777,068

     

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current Liabilities

    

  Accounts payable

$

1,845,930

$

2,106,081

  Net liabilities of discontinued operations

 

387,947

 

1,059,073

  Accrued expenses

 

-

 

7,485

  Net payable – banks

 

453,879

 

747,720

  Current maturities of long-term debt

 

106,241

 

119,994

    Total current liabilities

$

2,793,997

$

4,040,353

     

Long-Term Debt, less Current Maturities

$

162,744

$

215,868

     

Asset Retirement Obligation

 

577,568

 

563,236

     

Deferred income taxes

 

-

 

-

     

Stockholders’ Equity

    

Preferred stock, no par value, authorized-unlimited, issued – none

 

-

 

-

  Common stock, no par value, authorized-unlimited,

    

        issued 75,762,807 shares in 2005 and 71,203,307 in 2004

 

64,070,881

 

62,656,769

  Less treasury stock – at cost

 

(260,198)

 

(260,198)     

  Foreigh currency translation adjustment

 

(886,459)

 

(886,459)

  Accumulated deficit

 

(54,275,807)

 

(52,552,501)

    Total stockholders’ equity

$

8,648,417

$

8,957,611

     

      Total Liabilities and Stockholders’ Equity

$

12,182,726

$

13,777,068


      “signed Robert Calentine”

“signed Allan Thorne”

Robert L. Calentine, Director and CEO

Allan C. Thorne, CFO



See accompanying notes to these condensed consolidated financial statements



ASPEN GROUP RESOURCES CORPORATION AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Expressed in US Dollars)


 

Period from

April 1, 2005

to

June 30, 2005

(Unaudited)

Period from

April 1, 2004

to

June 30, 2004

Restated

(Unaudited)

Period from

January 1, 2005

to

June 30, 2005

(Unaudited)

Period from

January 1, 2004

to

June 30, 2004

Restated

(Unaudited)

         

REVENUE:

        

Oil and gas sales (net of royalties)

$

600,292

$

674,301

$

1,182,506

$

1,309,222

Product and service revenues

 

203,648

 

256,121

 

328,106

 

522,192

Other income

 

9,613

 

-

 

26,860

 

-

Total revenue

$

813,553

$

930,422

$

1,537,472

$

1,831,414

         

EXPENSES:

        

Oil and gas production

$

296,306

$

383,277

$

516,550

$

536,256

Operating expenses

 

154,068

 

202,529

 

282,308

 

358,649

General and administrative

 

832,862

 

822,933

 

1,425,079

 

1,359,603

Depreciation, depletion and accretion expense

 

297,296

 

369,776

 

597,128

 

970,223

Stock issued compensation

 

-

 

-

 

419,309

 

-

Total expenses

$

1,580,532

$

1,778,515

$

3,240,374

$

3,224,731

         

EARNINGS (LOSS) FROM OPERATIONS

$

(766,979)

$

(848,093)

$

(1,702,902)

$

(1,393,317)

         

OTHER

        

Interest and financing expense

 

(10,845)

 

(101,698)

 

(25,667)

 

(291,666)

         

NET (LOSS) FROM CONTINUING OPERATIONS


$


(777,824)


$


(949,791)

$

(1,728,569)

$

(1,684,983)

         

DISCONTINUED OPERATIONS

        

Revenues from US Oil and Gas Production Activities



-



784,982

 

-

 

2,376,545

Expenses from US Oil and Gas Production Activities



-

 


(588,488)

 

-

 

(1,676,018)

Total Discontinued Operations

$

-

$

196,494

$

-

$

700,527

         
         

NET EARNINGS (LOSS)

$

(777,824)

$

(753,297)

$

(1,728,569)

$

(984,456)

         

NET EARNINGS (LOSS) PER SHARE

$

(0.010)

$

(0.013)

$

(0.023)

$

(0.018)

         

WEIGHTED AVERAGE SHARES

 

75,762,807

 

58,303,134

 

74,213,947

 

53,374,946



See accompanying notes to these condensed consolidated financial statements



ASPEN GROUP RESOURCES CORPORATION AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CASH FLOWS

 (Unaudited)

(Expressed in US Dollars)


 

Period from

April 1, 2005

to

June 30, 2005

(Unaudited)

Period from

April 1, 2004

to

June 30, 2004

(Unaudited)

Period from

January 1, 2005

to

June 30, 2005

(Unaudited)

Period from

January 1, 2004

to

June 30, 2004

(Unaudited)

         

CASH FLOWS FROM OPERATING ACTIVITIES

        

Net earnings (loss)

$

(777,824)

$

(753,297)

$

(1,728,569)

$

(984,456)

Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:

        

    Gain on sale of assets

 

-

 

-

 

-

 

-

    Stock based compensation

 

-

 

-

 

419,309

 

-

    Depreciation and depletion

 

290,179

 

618,442

 

582,796

 

1,771,955

    Accretion expense

 

7,117

 

8,375

 

14,332

 

22,491

    Cash flow from operations

$

(480,528)

$

(126,480)

$

(712,132)

$

809,990

         

Change in assets and liabilities net of effects from:

        

    Accounts receivable

$

367,992

$

121,666

$

789,919

$

517,768

    Materials and supplies inventory

 

(279,148)

 

-

 

(279,148)

 

-

    Accounts payable and accrued liabilities

 

(342,721)

 

(1,188,635)

 

(933,499)

 

(2,992,886)

    Prepaid expenses

 

43,011

 

(81,161)

 

(4,489)

 

(35,608)

    Other

 

-

 

-

 

-

 

-

Net cash provided by operating activities

$

(691,394)

$

(1,274,610)

$

(1,139,349)

$

(1,700,736)

         

CASH FLOWS FROM FINANCING ACTIVITIES

        

    Costs related to sale of stock and issuance of notes

$

-

$

(112,827)

$

-

$

(112,827)

     Sale of common stock

 

44,270

 

1,637,211

 

994,803

 

1,839,241

    Repayment of notes payable and long-term debt

 

(214,105)

 

(50,367)

 

(354,515)

 

(51,441)

Net cash provided by (used by) financing activities

$

(169,835)

$

1,474,017

$

640,288

$

1,674,973

         

CASH FLOWS FROM INVESTING ACTIVITIES

        

    Proceeds from sale of equipment

$

-

$

-

$

16,617

$

-

    Proceeds from sale of oil and gas properties

 

-

 

-

 

-

 

-

    Exploration and development cost capitalized

 

(293,116)

 

(390,487)

 

(1,750,863)

 

(391,456)

    Acquisitions of office furniture and equipment

 

-

 

(16,030)

 

-

 

(16,030)

    Other assets

 

-

 

-

 

-

 

-

Net cash provided by (used by) investing activities

$

(293,116)

$

(406,517)

$

(1,734,246)

$

(407,486)

         

NET INCREASE (DECREASE)

$

(1,154,345)

$

(207,110)

$

(2,233,307)

$

(433,249)

         

CASH AND CASH EQUIVALENTS

- BEGINNING OF PERIOD

 


3,917,223

 


401,152

 

4,996,185

 

627,291

         

CASH AND CASH EQUIVALENTS

- END OF PERIOD


$


2,762,878


$


194,042

$

2,762,878

$

194,042

         

SUPPLAMENTAL INFORMATION

        

    Cash paid for interest

$

10,845

$

101,698

$

25,667

$

291,666

 
 



See accompanying notes to these condensed consolidated financial statements



ASPEN GROUP RESOURCES CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in US Dollars)



NATURE OF BUSINESS AND BASIS OF PREPARATION AND PRESENTATION


Nature of Business

Aspen Resources Corporation’s primary 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 in both the United States and Canada that offer the potential for increased production while continuing to control cost.


Financial Statement Presentation

The Condensed Consolidated Financial Statements of Aspen Resources Corporation and Subsidiaries (collectively the "Company" or "Aspen") included herein have been prepared by Aspen without audit.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted U. S. accounting principles have been condensed or omitted, since Aspen 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 December 31, 2004.


Restricted Cash

During the period the Company was required to place a $1.0 million dollar bond along with a court of appeal application to appeal a lawsuit decision.  The bond issuer required $1.0 million dollars cash as collateral.


DISCONTINUED OPERATIONS

On October 15, 2004, Aspen and two subsidiaries closed on a transaction to sell all of their United States domiciled oil and gas properties.  Operations have been stated as discontinued as of June 30, 2005 with June 30, 2004 restated.


EARNINGS PER SHARE


Diluted earnings per share for the three month period ending June 30, 2005 and 2004 are the same as basic earnings per share because the exercise of potentially dilutive securities would not have an effect.


COMMON STOCK ISSUED


 

2005

2004

 

Number of Shares

 


Amount

Number of Shares

 


Amount

Balance, beginning of period

71,203,307

$

62,656,769

51,378,037

$

58,895,708

Transactions during the period

      

Private Placement

-

 

-

8,000,000

 

1,381,573

Exercised Purchase Warrants

3,559,500

 

994,803

2,570,833

 

344,841

Issued for Stock Based Compensation


1,000,000

 


419,309


-

 


-

       

Balance, end of period

75,762,807

$

64,070,881

61,948,870

$

60,622,122




Notes Page

6


ASPEN GROUP RESOURCES CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Expressed in US Dollars)



OPERATIONS


The Company's operations for the six month periods are carried on in the following geographic locations:  

  

US

 

Canada

 

Total

June 30, 2005

      

Total assets

$

5,175,382

$

7,007,344

$

12,182,726

Gross revenue

 

354,966

 

1,182,506

 

1,537,472

Net earnings (loss)

 

(1,774,589)

 

46,020

 

(1,728,569)

Earnings (loss) per share

 

(0.023)

 

0.00

 

(0.023)

       

June 30, 2004 (restated)

      

Total assets

$

37,311,192

$

6,010,233

$

43,321,425

Gross revenue

 

522,192

 

1,309,222

 

1,831,414

Net income

 

(636,820)

 

(347,636)

 

(984,456)

Earnings per share

 

(0.012)

 

(0.006)

 

(0.018)


RELATED PARTY TRANSACTIONS


During the six month period ended June 30, 2005, legal expenses of approximately $41,400 were invoiced from a firm for which one of the directors is a partner.


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 Resources with the Commission, press releases, presentations by Aspen Resources Corporation 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 Resources Corporation 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’s quarterly revenues and results of operations as a result of variations in the Aspen’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’s ability to obtain capital and (iv) other risk factors commonly faced by small oil and gas companies.




Notes Page

7