ASPEN GROUP RESOURCES CORPORATION

AND SUBSIDIARIES






UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS




JUNE 30, 2006








ASPEN GROUP RESOURCES CORPORATION

AND SUBSIDIARIES



INDEX



      Page No.

FINANCIAL INFORMATION


Consolidated Financial Statements (unaudited)


Consolidated Balance Sheet as of

June 30, 2006 and 2005 (unaudited)

3


Consolidated Statements of Operations for the

six months ended June 30, 2006 and 2005 (unaudited)

4


Consolidated Statements of Cash Flows for the

six months ended June 30, 2006 and 2005 (unaudited)

5



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


Nature of Business and Basis of Preparation and Presentation

Nature of Business

6

Financial Statement Presentation

6

Restricted Cash

6


Earnings Per Share

6


Common Stock Issued

6


Operations

7


Other Information

Safe Harbor Statement

7






ASPEN GROUP RESOURCES CORPORATION AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEET

June 30, 2006   (Unaudited)

(Expressed in US Dollars)



  

June 30, 2006

(Unaudited)

 

December 31, 2005

(audited)

ASSETS

    

Current Assets

    

  Cash

$

204,604

$

3,602

  Cash - restricted

 

1,000,000

 

1,000,000

  Accounts receivable net of allowances

    

    Trade

 

1,318,070

 

1,640,630

    Other

 

59,866

 

109,435

  Material and supplies inventory

 

47,425

 

326,573

  Prepaid expenses

 

28,500

 

32,000

  Assets held for resale

 

627,830

 

600,390

    Total current assets

 

3,286,295

 

3,712,630

     

Proved Oil & Gas Properties (full cost method)

    

  net of accumulated depletion of $20,293,082 and $19,404,018

 

6,351,678

 

6,679,977

     

Property and Equipment

    

  net of accumulated depreciation of $2,342,888 and $2,274,260

 

587,544

 

655,337

     

Other Assets

    

  Notes receivable

 

41,523

 

44,584

     

      Total Assets

$

10,267,040

$

11,092,528

     

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current Liabilities

    

  Accounts payable

$

3,258,540

$

2,767,071

  Net liabilities of discontinued operations

 

192,359

 

192,359

  Accrued expenses

 

200,626

 

353,400

  Notes payable - banks

 

89,690

 

-

  Current maturities of long-term debt

 

81,927

 

31,770

    Total current liabilities

$

3,823,142

$

3,344,600

     

Long-Term Debt, less Current Maturities

 

210,818

 

225,131

     

Asset Retirement Obligations

 

919,362

 

866,749

     

Deferred income taxes

 

-

 

-

     

Stockholders’ Equity

    

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

    

  Common stock, no par value, authorized-unlimited,

    

        issued 74,763,037 shares in 2006 and 74,763,307 in 2005

 

63,769,721

 

63,769,721

  Less treasury stock – at cost

 

(100,523)

 

(97,798)

  Foreign currency translation adjustment

 

(241,549)

 

(277,987)

  Accumulated deficit

 

(58,113,931)

 

(56,737,888)

    Total stockholders’ equity

 

5,313,718

 

6,656,048

     

      Total Liabilities and Stockholders’ Equity

 

10,267,040

 

11,092,528


      “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


CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Expressed in US Dollars)


 

Period from

April 1, 2006

to

June 30, 2006

(Unaudited)

Period from

April 1, 2005

to

June 30, 2005

(Unaudited)

Period from

January 1, 2006

to

June 30, 2006

(Unaudited)

Period from

January 1, 2005

to

June 30, 2005

(Unaudited)

         

REVENUE:

        

Oil and gas sales (net of royalties)

$

442,419

$

600,292

$

1,259,023

$

1,182,506

Product and service revenues

 

314,228

 

203,648

 

614,312

 

328,106

Other income

 

12,660

 

9,613

 

19,208

 

26,860

Total revenue

$

769,307

$

813,553

$

1,892,543

$

1,537,472

         

EXPENSES:

        

Oil and gas production

$

272,356

$

296,306

$

620,868

$

516,550

Operating expenses

 

243,035

 

154,068

 

476,981

 

282,308

General and administrative

 

537,415

 

832,862

 

1,186,425

 

1,425,079

Depreciation, depletion and accretion expense

 

530,850

 

297,296

 

972,667

 

597,128

Stock issued compensation

 

-

 

-

 

-

 

419,309

Total expenses

$

1,583,656

$

1,580,532

$

3,256,941

$

3,240,374

         

EARNINGS (LOSS) FROM OPERATIONS

$

(814,349)

$

(766,979)

$

(1,364,398)

$

(1,702,902)

         

OTHER

        

Interest and financing expense

 

(6,226)

 

(10,845)

 

(11,645)

 

(25,667)

         

NET (LOSS) FROM CONTINUING OPERATIONS


$


(820,575)


$


(777,824)

$

(1,376,043)

$

(1,728,569)

         
         
         

NET EARNINGS (LOSS)

$

(820,575)

$

(777,824)

$

(1,376,043)

$

(1,728,569)

         

NET EARNINGS (LOSS) PER SHARE

$

(0.011)

$

(0.010)

$

(0.018)

$

(0.023)

         

WEIGHTED AVERAGE SHARES

 

74,763,037

 

74,763,037

 

74,763,037

 

74,763,037



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, 2006

to

June 30, 2006

(Unaudited)

Period from

April 1, 2005

to

June 30, 2005

(Unaudited)

Period from

January 1, 2006

to

June 30, 2006

(Unaudited)

Period from

January 1, 2005

to

June 30, 2005

(Unaudited)

         

CASH FLOWS FROM OPERATING ACTIVITIES

        

Net earnings (loss)

$

(820,575)

$

(777,824)

$

(1,376,043)

$

(1,728,569)

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

        

    Stock based compensation

 

-

 

-

 

-

 

419,309

    Depreciation and depletion

 

522,033

 

290,179

 

957,692

 

582,796

    Accretion expense

 

8,817

 

7,117

 

14,975

 

14,332

    Cash flow from operations

$

(289,725)

$

(480,528)

$

(403,376)

$

(712,132)

         

Change in assets and liabilities net of effects from:

        

    Accounts receivable

$

77,586

$

367,992

$

322,560

$

789,919

    Materials and supplies inventory

 

279,148

 

(279,148)

 

279,148

 

(279,148)

    Accounts payable and accrued liabilities

 

458,875

 

(342,721)

 

388,848

 

(933,499)

    Prepaid expenses

 

(50,010)

 

43,011

 

3,500

 

(4,489)

    Other

 

(177,327)

 

-

 

108,461

 

-

Net cash provided by operating activities

$

298,547

$

(691,394)

$

699,141

$

(1,139,349)

         

CASH FLOWS FROM INVESTING ACTIVITIES

        

    Proceeds from sale of equipment

$

-

$

-

$

-

$

16,617

    Proceeds from sale of oil and gas properties

 

2,131,240

 

-

 

2,131,240

 

-

    Exploration and development cost capitalized

 

(2,239,458)

 

(293,116)

 

(2,706,982)

 

(1,750,863)

    Acquisitions of office furniture and equipment

 

-

 

-

 

(835)

 

-

    Other assets

 

-

 

-

 

-

 

-

Net cash provided by (used by) investing activities

$

(108,218)

$

(293,116)

$

(576,577)

$

(1,734,246)

         

CASH FLOWS FROM FINANCING ACTIVITIES

        

    Bank loan advances

$

-

$

-

$

89,690

$

-

     Sale of common stock

 

-

 

44,270

 

-

 

994,803

    Repayment of notes payable and long-term debt

 

(50,174)

 

(214,105)

 

(11,252)

 

(354,515)

Net cash provided by (used by) financing activities

$

(50,174)

$

(169,835)

$

78,438

$

640,288

         

NET INCREASE (DECREASE)

$

140,155

$

(1,154,345)

$

201,002

$

(2,233,307)

         

CASH AND CASH EQUIVALENTS

- BEGINNING OF PERIOD

 


64,449

 


3,917,223

 

3,602

 

4,996,185

         

CASH AND CASH EQUIVALENTS

- END OF PERIOD


$


204,604


$


2,762,878

$

204,604

$

2,762,878

         

SUPPLAMENTAL INFORMATION

        

    Cash paid for interest

$

6,226

$

10,845

$

11,645

$

25,667

 
 



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 Group Resources Corporation is an independent energy company engaged in the acquisition, exploration, development and operation of oil and gas properties with a geographic focus in major oil and gas producing regions in the United States and Canada.


Financial Statement Presentation

The unaudited consolidated financial statements of Aspen Group Resources Corporation and its 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, 2005.


Restricted Cash

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


EARNINGS PER SHARE


Diluted earnings per share for the six month period ending June 30, 2006 and 2005 are the same as basic earnings per share because the exercise of potentially dilutive securities would not have an effect.


COMMON STOCK ISSUED


 

2006

2005

 

Number of Shares

 


Amount

Number of Shares

 


Amount

Balance, beginning of period

74,763,037

$

63,769,721

71,203,307

$

62,656,769

Transactions during the period

      

Private Placement

      

Exercised Purchase Warrants

-

$

-

3,560,000

$

963,072

Issued for Stock Based Compensation


-

 


-


-

 


149,880

       

Balance, end of period

74,763,037

$

63,769,721

74,763,037

$

63,769,721





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, 2006

      

Total assets

 

1,750,464

 

8,516,576

 

10,267,040

Gross revenue

 

   633,562

 

1,258,981

 

  1,892,543

Net earnings (loss)

 

   (903,805)

 

   (472,238)

 

  (1,376,043)

Earnings per share (loss)

 

       (0.012)

 

       (0.006)

 

         (0.018)

       

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)


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 Group 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 unkown 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