SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
          (Mark One)
               [X]  ANNUAL REPORT  PURSUANT TO SECTION  13 OR 15(d)  OF THE
                    SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                    For the fiscal year ended July 31, 1995

                                          OR

               [ ]  TRANSITION REPORT PURSUANT  TO SECTION 13  OR 15(d)  OF
                    THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

               For the transition period from __________ to __________

                           Commission file number:  1-7965

                                   CASPEN OIL, INC.
             (Name of small business issuer as specified in its charter)

                           Nevada                      75-1325831
               (State or other jurisdiction of      (I.R.S. Employer
               incorporation or organization)     Identification No.)

                    Irongate 3, Suite 201
                   777 S. Wadsworth Blvd.
                     Lakewood, Colorado                  80226
          (Address of principal executive offices)     (Zip Code)

            Issuer's telephone number, including area code: (303) 987-0925

             SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                Name of Each Exchange on
                     Title of Each Class            Which Registered

                            None                          N/A 

             SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                                 Title of Each Class

                               Common Shares, par value
                                   $0.01 per share
                        Series A $1.80 Cumulative Convertible
                                  Preferred Shares,
                              par value $1.00 per share

               Indicate by check mark whether the issuer (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  issuer was required to file
          such  reports),  and   (2) has  been  subject   to  such   filing
          requirements for the past 90 days:  Yes    x             No      


               The Registrant's revenues for the fiscal year ended July 31,
          1995, were $1,483,269.

               The  aggregate  market  value of  the  voting stock  held by
          non-affiliates of the registrant, based  on the average prices of
<PAGE>

          such stock as of October  1, 1995, is not determinable  since the
          Company's securities are not actively traded.

                                                          Aggregate Market Value
                             Title of Class                at October 1, 1995  

           Common Shares, par value $0.01 per share                      N/A
          Series A $1.80 Cumulative Convertible Preferred
                    Shares, par value $1.00 per share                    N/A
          Series C Preferred Shares, par value $1.00 per share           N/A*
                          *Not publicly traded
          Series E Preferred Shares, par value $1.00 per share           N/A* 
                          *Not publicly traded

                                   Total                                $ N/A

          As of October 1, 1995, 18,092,222 Common Shares of the Registrant
          were issued and outstanding.

                         DOCUMENTS INCORPORATED BY REFERENCE

             Registrant's Proxy Statement for its 1995 Annual Meeting of
          Shareholders:  Part III

               Indicate  by check  mark if disclosure  of delinquent filers
          pursuant to Item 405  of Regulation S-B is not  contained herein,
          and will not be contained, to the best of registrant's knowledge,
          in  definitive proxy  or information  statements incorporated  by
          reference in Part  III of this  Form 10-KSB  or any amendment  to
          this Form 10-KSB.   x  

          Transitional Small Business Disclosure Format: Yes      ; No   x 
<PAGE>






                                        PART I

          ITEM 1.  DESCRIPTION OF BUSINESS.

          General Development of Business

               Caspen  Oil,  Inc. (the  "Company"  or  "Caspen"), a  Nevada
          corporation,  was  organized   in  1970  as  a   successor  to  a
          corporation organized in 1949.  The Company  and its subsidiaries
          are presently engaged in oil and gas exploration, development and
          production  and   the  acquisition  of  producing   oil  and  gas
          properties.   The  Company was  previously named  "Summit Energy,
          Inc."   In  August 1988, the name  of the Company  was changed to
          "Caspen  Oil,  Inc."   As  used  herein,  all  references to  the
          "Company"  are to Caspen  Oil, Inc. and  its subsidiaries, unless
          the context requires otherwise.

               In fiscal year 1995, the  Company had one industry  segment:
          oil and gas operations.  Information regarding revenue, operating
          profit or loss  and assets  are included in  and incorporated  by
          reference  to the Consolidated  Financial Statements  included in
          Item 7 of this Report.

          Recent Developments

               The  Company's  Common   and  Series   A  $1.80   Cumulative
          Convertible Preferred Stock were  removed from the American Stock
          Exchange  on  July  29,  1994,  because  the  Company  no  longer
          satisfied  certain of  the financial  requirements for  continued
          listing.    The  Company's  Common   Shares  trade  on  the  NASD
          electronic OTC bulletin board, under the symbol "CSPN".

               Consolidated European Ventures Limited Exchange Agreement

               On January 31, 1995, the  Company executed an agreement with
          Consolidated  European  Ventures  Limited ("CEV")  in  an  effort
          between  the  two parties  to  equitably close  out  the original
          merger  agreement attempted last fiscal year.  The basic terms of
          the agreement called for CEV to return to the Company the 241,000
          shares  of Series F Preferred  Stock which were  issued under the
          merger agreement dated  March 7,  1994.  The  Series F  Preferred
          Stock was subsequently cancelled.

               Consolidation of Working Interest in Nukern Lease

               Pursuant to  an agreement dated September  20, 1994, between
          Summit Overseas Exploration, Inc. (wholly-owned subsidiary of the
          Company)  ("Summit"), the  Villiers Group  plc, a  public limited
          company  organized  under  the  laws  of  Northern  Ireland,  and
          Churchill U.S.A., Inc., a Colorado corporation, each party agreed
          to capitalize  a  newly formed  company,  CSV Holdings,  Inc.,  a
          Colorado corporation ("CSV") for the purpose of administering the
          Nukern lease holdings of each to maximize the value of the lease.
          To  this  end,  each  party transferred  its  respective  working
<PAGE>

          interest  in  the  Nukern  lease  to  CSV  as  its  share  of the
          capitalization, along  with a pari-passu working  capital loan to
          cover  the estimated  projected maintenance  costs of  the Nukern
          lease  through  fiscal 1995.    Of this,  Summit  transferred its
          42.22% working interest for which it received 48.8% of the equity
          in CSV and  a production loan  of $1,926,345.   In addition,  the
          Company  paid $42,223 as its  share of the  working capital loan.
          The  working  capital loan  is tied  to  a promissory  note dated
          December  1, 1994, with  principal and interest,  at six percent,
          due in full December 1, 1998.

               Other

               The Company  sued and was  granted a judgement  of $715,500,
          plus interest  of  $84,908 through  July  31, 1995,  against  the
          parties in the United Kingdom associated with the wrestling cable
          and television project.  The Company has assigned no value to the
          judgement  in  its  financial  statements  since  the  asset  had
          previously been impaired  and the collectability thereof  through
          the English court system is yet to be determined.

               The remainder of the discussion of the business in this Item
          1 focuses primarily on the Company's oil and gas business.

          Products, Markets, Methods of Distribution and Revenues.  Oil and
          gas  are the  principal products  produced by  the Company.   The
          Company  does  not  refine  or otherwise  process  crude  oil and
          condensate production.   The oil and  condensate it produces  are
          sold to refineries and oil transmission companies at posted field
          prices in the area  where production occurred.  The  Company does
          not  have  long-term contracts  with  purchasers of  its  oil and
          condensate production.

               The  market for  oil and gas  is at  all times  subject to a
          large number  of important  variables beyond  the control  of any
          single producer which cannot be accurately predicted.  
               The  availability of  a  ready market  for  any oil  or  gas
          discovered  and produced  by the  Company and the  price obtained
          therefor is  affected by  competition from other  energy sources,
          the  supply of domestic and  imported oil and  gas, the proximity
          and capacity of pipelines, market demand, the effect of state and
          federal regulations  of production and transportation  of oil and
          gas and  the effect of changes  in tax law affecting  the oil and
          gas industry.   Accordingly,  in view  of the  many uncertainties
          affecting  the supply and demand  for crude oil,  natural gas and
          refined  petroleum  products,  it  is  not  possible  to  predict
          accurately  the prices or marketability  of oil and  gas from any
          producing well in which the Company has an interest.

               From time  to time there may exist  a surplus of natural gas
          and/or oil  supplies, the effect  of which may  be to reduce  the
          amount  of hydrocarbons  that the  Company may  produce  and sell
          while such surplus exists.   The natural gas market  continues to
          be volatile due to  a number of factors, including  the worldwide
<PAGE>
          supply of oil  and gas, the price of  foreign imports, the levels
          of  consumer demand,  the price  and availability  of alternative
          fuels and  the availability of  pipeline capacity.   In addition,
          the production and sale  of natural gas are subject  to extensive
          federal, state,  and local regulations, which  greatly affect the
          marketing of natural gas.

               In  certain  areas  in  which the  Company  engages  in  gas
          exploration and production activities,  the supply of natural gas
          available for  delivery from  time  to time  exceeds the  demand.
          During such times companies  purchasing gas in such areas  reduce
          the amount of gas that  they will purchase or "take."   If buyers
          cannot  be readily  located  for newly  discovered gas  reserves,
          newly completed gas wells  may be shut-in for various  periods of
          time.   There are no  assurances that the  over-supply of natural
          gas in certain areas will not in the future cause  the Company to
          experience  "take" problems  or  adversely  affect the  Company's
          ability  to obtain contracts to market gas discovered in wells in
          which the Company owns an interest.

               The average price of  all oil sold by the Company  in fiscal
          1995 was $14.54  per barrel,  while the same  average for  fiscal
          1994 was $14.11 per barrel.  The average price of all gas sold by
          the Company  in fiscal  1995 was  $1.36 per mcf,  while the  same
          average for fiscal 1994 was $1.82 per mcf.

               Customers.  For fiscal  year ended July 31, 1995,  the major
          customers purchasing more than  10% of the Company's oil  and gas
          production were  Cambridge Production  (16%); Delhi  Gas Pipeline
          (11%); and Border Resources, Inc. (10%).

               Competition.  The Company encounters strong competition from
          other  independent  operators and  from  major  oil companies  in
          acquiring properties suitable for exploration, in contracting for
          drilling equipment  and in securing  trained personnel.   Many of
          these   competitors   have   financial   resources   and   staffs
          substantially larger than those available to the Company.

               The  Company's ability  to discover  reserves in  the future
          depends on its ability  to select, generate and  acquire suitable
          prospects for future exploration.  The Company does not currently
          generate its own prospects  and depends exclusively upon external
          sources, such as  various oil and  gas publications and  contacts
          with brokers selling oil and gas companies and prospects.

               Risks.  The Company's  operations are subject to all  of the
          risks normally  incident to the exploration for and production of
          oil  and   gas,  including  blowouts  (wells   blowing  into  the
          atmosphere  out of  control),  cratering (the  subsidence of  the
          surface of the earth as a result of some blowouts), pollution and
          fires, each of which could result in damages to or destruction of
          oil  and  gas wells  or  formations or  production  facilities or
          damage to  persons and  property.   The Company  occasionally has
          experienced such  blowouts, cratering, pollution or  fires in the
<PAGE>
          ordinary course  of business; however, none of  these past events
          has resulted in a material adverse  effect to the Company.  As is
          common in  the oil  and gas  industry, the  Company is not  fully
          insured  against  these risks  either  because  insurance is  not
          available or because the Company has elected not to insure due to
          prohibitive  premium  costs.    Although  the  Company  does  not
          directly  engage  in drilling  activities,  in case  of  any such
          events, the Company may  be held responsible for any  such events
          occurring on  its properties.  If  such events should occur  as a
          result  of negligence  on  the part  of  a contractor,  then  the
          Company would have recourse  against the contractor; however, the
          occurrence  of such an event not fully insured against could have
          a material adverse effect on the Company's financial position.

               Exploration, Development  and Acquisitions.  At  the present
          time  the Company does not  have an exploration  department.  The
          Company utilizes  outside consulting geologists and  engineers to
          evaluate   new  prospects  and  acquisitions  identified  by  the
          Company's staff and by  others.  The Company generally  seeks out
          and explores  for hydrocarbons  in known  oil  and gas  producing
          sedimentary   basins.    The   Company  currently   uses  outside
          consultants to generate prospects to be operated in the Company's
          name.

               The  Company finances  its exploration, development  and oil
          and  gas  acquisition  investments  primarily   from  cash  flows
          generated  from   existing  operations.     The  Company     made
          exploration, development, and  acquisition expenditures  totaling
          $159,200 during the fiscal  year ended July 31, 1995  as compared
          to $737,595 for the fiscal year ending July 31, 1994.

               Environmental  Regulation.  Various federal, state and local
          laws and regulations covering the discharge of materials into the
          environment,  or  otherwise relating  to  the  protection of  the
          environment, may affect  the Company's operations and  costs as a
          result  of their effect  on oil and  gas exploration, development
          and  production  operations.    The  Company  spent approximately
          $24,000 in fiscal 1995  as compared to approximately $149,000  in
          fiscal  1994.  It is  not anticipated  that  the Company  will be
          required in the near  future to expend amounts that  are material
          in relation to its total capital expenditure program by reason of
          environmental  laws and  regulations, but  because such  laws and
          regulations are  constantly being changed, the  Company is unable
          to predict the ultimate cost to it of complying  with present and
          future environmental laws and regulations.

               Governmental  Regulation.    Domestic  exploration  for  and
          production and  sale of  oil and  gas is  subject to  federal and
          state governmental regulation in a variety  of ways.  Legislation
          affecting the oil and  gas industry is under constant  review for
          amendment  or  expansion,  frequently  increasing  the regulatory
          burden.   Also, numerous  departments and agencies,  both federal
          and state, are authorized  by statute to issue, and  have issued,
          rules and regulations applicable to the oil and gas industry that
<PAGE>
          are often difficult and costly to comply with and that may  carry
          substantial  penalties for  failure to  comply.  Inasmuch  as new
          legislation affecting the oil and gas industry is commonplace and
          existing   laws  and   regulations  are  frequently   amended  or
          reinterpreted,  the Company is unable to  predict the future cost
          or impact of complying with such laws and regulations.

               Employees.  As of September 30, 1995, the Company (including
          its subsidiaries) employed 2 persons, both of whom were full-time
          employees.    In  addition,  through  a  Service  and  Operations
          Agreement with  Churchill U.S.A.,  Inc., the Company  is provided
          with the following  specific services:  all  computerized oil and
          gas accounting; all  oil and gas  revenue disbursements; all  oil
          and gas production reporting; all oil and gas  field supervision,
          general  corporate  legal  service,  and  all  office  space  and
          administrative activities at actual cost plus five (5) percent.
           
               Financial Information About Foreign and  Domestic Operations
          and Export Sales.   During  the two fiscal  years ended  July 31,
          1995,  and 1994,  the  Company's oil  and  gas revenue  has  been
          received from operations conducted and properties  located within
          the  United  States.   In addition,  the  Company owns  a working
          interest  in  one  property  which  is  unproven  in  the  United
          Kingdom's  North  Sea; however,  there  have  been no  activities
          conducted on  that particular property.   Accordingly, except for
          certain investment transactions and  the ownership of the working
          interest in the United Kingdom, all of the Company's consolidated
          revenue,   operating   profit   and   identifiable   assets   are
          attributable  to the United States for such periods.  The Company
          did not engage  in export sales during the two fiscal years ended
          July 31,  1995,  and  1994.    Accordingly,  there  were  minimal
          identifiable  assets located  outside the  United States,  and no
          significant revenues  or pretax earnings or  losses were realized
          during  the two fiscal years  ended July 31, 1995,  and 1994 from
          operations outside the United States.

          ITEM 2.  DESCRIPTION OF PROPERTY

          Location and General Character

               The  Company's  principal  producing  areas  are  in  Texas,
          Oklahoma,  New Mexico, and Louisiana.  The Company's interests in
          oil and gas  properties are held by  virtue of leaseholds on  the
          property which generally continue  in force by reason of,  and so
          long  as, production from  the lands  under lease  is maintained.
          The Company believes that it generally has satisfactory title  to
          its  oil  and  gas properties.    Such  properties  are generally
          subject to customary royalty  interests contracted in  connection
          with the acquisition of the property, liens incident to operating
          agreements,  liens for current taxes and  other burdens and minor
          encumbrances, easements  and restrictions.   The Company believes
          that none of such  burdens materially detracts from the  value of
          such properties  or materially interferes  with their use  in the
          operation of the Company's business.  As  part of its Service and
<PAGE>
          Operations Agreement  with Churchill  U.S.A., Inc.,  ("CUSA") the
          Company is provided with 
          approximately 4,500 square feet of office space located at 777 S.
          Wadsworth Blvd., Irongate 3, Suite 201,  Lakewood, Colorado.  The
          Company is not  a party to  the lease.   The primary term of  the
          lease covering this space will expire on December 31, 1995.   The
          Company has been advised that CUSA intends to renew its lease for
          one  year  and  will continue  to  provide  office  space to  the
          Company.


          Oil and Gas Operations

               Unless otherwise indicated,  the following information under
          this subsection  "Oil and  Gas Operations," applies  only to  one
          geographic area, the United States.

               Net Proved Oil and  Gas Reserves.  The following  table sets
          forth estimates of net quantities of proved reserves of crude oil
          (including condensate and natural gas liquids) and natural gas of
          the Company as of July 31, 1995, and 1994.

                                     Proved         Proved         Total 
                                   Developed     Undeveloped       Proved
                                   Reserves       Reserves        Reserves

          July 31, 1995
               Oil (bbls)           406,045        24,319        430,364
               Gas (mcf)          6,125,925       804,505      6,930,430



          July 31, 1994 
               Oil (bbls)         1,184,620        50,962      1,235,582
               Gas (mcf)          6,582,687       317,795      6,900,482



               The decline in  oil reserves from fiscal 1994 to fiscal 1995
          is  primarily due to the  transfer of the  Company's Nukern lease
          reserves  to  CSV Holdings,  Inc.   See  "ITEM 1.  DESCRIPTION OF
          BUSINESS  - Recent Developments".   The Company's  proved oil and
          gas reserves were  estimated as of  July 31,  1995, and 1994,  by
          SavagEngineers, 7291 South  Highland, Littleton, Colorado, 80120,
          an independent petroleum and natural gas consultant.

               Estimates of  oil and gas reserves  are, of  necessity, pro-
          jections  based on  engineering  data.   There are  uncertainties
          inherent in the interpretation of such data, and  there can be no
          assurance  that the reserves set forth  herein will ultimately be
          realized.

               All of the  Company's producing reserves are  located within
          the United States.
<PAGE>

               Present  Value Analysis.  The following table sets forth the
          present value, using a  discount factor of ten percent  (10%) and
          computed  in accordance  with regulations  and guidelines  of the
          Securities  and  Exchange Commission  ("SEC"),  of the  estimated
          future  net revenues to  be received by the  Company from the net
          quantities of proved reserves  of crude oil (including condensate
          and natural gas liquids) and natural gas referred to in the      
          subsection  entitled  "Properties--Oil  and  Gas  Operations--Net
          Proved Oil and  Gas Reserves",  above, as of  July 31, 1995,  and
          1994.  The present  value data has been presented to  comply with
          the  regulations  of  the SEC  and  should  not  be construed  as
          representative of the  fair market value of  the Company's proved
          oil and gas properties.

                                                         July 31,               
                                             1995                    1994   
            Proved Developed
            Reserves of Oil and
            Gas ...............         $4,370,914             $9,490,572

            Proved Undeveloped
            Reserves of Oil and
            Gas ...............            210,741                269,496

            Total Proved
            Reserves of Oil and
            Gas ...............         $4,581,655             $9,760,068


               Oil and Gas  Production, Sales Price, Production  Cost.  The
          following  table  sets forth  the  Company's  net oil  (including
          condensate and natural gas liquids) and gas production, in number
          of barrels  and thousands  of cubic feet,  respectively, for  the
          years ended July 31, 1995, and 1994:

                              Year Ended                    Year Ended
                             July 31, 1995                 July 31, 1994

          Oil (bbls)            33,963                        52,209
          Gas (mcf)            540,645                       861,051


               None of the oil or gas produced  and received during each of
          these  periods  was applicable  to  long-term  supply or  similar
          agreements with  foreign governments or authorities  in which the
          Company acted as a producer.
<PAGE>

               The following table sets forth for the years ended  July 31,
          1995, and  1994, the Company's average sales price per bbl of oil
          and  mcf  of  gas  produced  and  average  production  costs  per
          equivalent unit of production.


                                   Year Ended                    Year Ended
                                  July 31, 1995                   July 31,
          1994

          Average sales price per
            bbl of oil <F1>:          $14.54                         $14.11

          Average sales price per
            mcf of gas:               $ 1.36                         $ 1.82

          Average production cost
            per equivalent unit
            (bbl), including 
            severance taxes <F2>:     $ 4.24                         $ 4.99

          Other<F3>                   $ 1.00                         $ 0.38

               TOTAL:                $ 5.24                         $ 5.37

          _________________________
          <F1> 
          (1)  Excludes natural gas liquids.
          </F1>
          <F2>
          (2)  Gas  production is  converted to  barrel equivalents  at the
               rate  of  6  mcf  per  barrel,  representing  the  estimated
               relative energy content of natural gas to oil.
          </F2>
          <F3>
          (3)  Workover costs.
          </F3>
<PAGE>

               Producing  Wells.    The   following  table  summarizes  the
          producing oil  and gas wells in which the Company had an interest
          at July 31, 1995:

                                              TOTAL WELLS

          Geographic                    Oil Wells<F1>          Gas Wells<F1>
             Area                   Gross       Net     Gross      Net  
           
          Louisiana                   --        --        7         3.30
          New Mexico                 232         2.27     5          .95
          Oklahoma                     8         1.16     1          .13
          Texas                      327         1.71    34         3.23

          TOTAL                      567         5.14    47         7.61
          ___________________
          <F1> 
               Gross  wells  are the  total number  of  wells in  which the
               Company has a  working interest.  Net  wells are the  sum of
               the  Company's   fractional working  interests in  the gross
               wells.  Multiple  completions are treated as  one well each.
               One (1) well with a multiple  completion is  included in the
               table.
          <F1>

               Acreage.    The  following  table shows  the  developed  and
          undeveloped leasehold acreage held by the Company  as of July 31,
          1995:

<TABLE>
<CAPTION>
                            WORKING INTEREST                ROYALTY AND OVERRIDING
            ROYALTY
                              DEVELOPED   UNDEVELOPED          DEVELOPED     UNDEVELOPED
                            Acreage <F1> <F3>        Acreage <F2> <F3>       Acreage       Acreage    
                            Gross   Net   Gross  Net             Gross          Gross     
            <S>           <C>    <C>    <C>     <C>             <C>            <C>
            California        --    --      --     --              160            --
            Colorado          --    --     495    485               --            --
            Kansas            --    --      --     --              880            --
            Louisiana      5,479 2,564      --     --            5,970            --
            Mississippi       --    --   3,195    832               --            --
            New Mexico    22,882   711   1,600  1,213           22,557         1,120
            Oklahoma       1,712   268      --     --              678            --
            Texas         35,582 2,106      --     --           37,136            --
            Wyoming           --    --      --     --              800            --
            United Kingdom     --     -- 25,155   629               --            --

            TOTAL         65,655  5,649 30,445  3,159           68,181         1,120
            ___________________
          <F1>
          (1)  Developed acres are those spaced or assignable to productive
               wells.
          </F1>
          <F2>  
          (2)  Undeveloped acres  are assignable to those  wells which have
               not been drilled or  completed to a point that  would permit
               the production  of   commercial  quantities of  oil and  gas
               regardless of  whether or  not such acreage  contains proved
               reserves.
          <F2>            
          <F3>  
          (3)  Gross  acres  are the  total number  of  acres in  which the
               Company has  a working interest.   Net acres are  the sum of
               the Company's  fractional interests in the gross acres.
           </F3>

</TABLE>
               Drilling  Activity.   The  following  table  sets forth  the
          results of drilling activity  by the Company for the  years ended
          July  31, 1995,  and 1994.   The  Company drilled  no exploratory
          wells for the years ended July 31, 1995, and 1994.




                                              Development Wells<F1>
                                    Gross                          Net      

                          Productive Dry    Total   ProductiveDry     Total

          Year Ended
          July 31, 1995      14       0      14      0.12     0.00     0.12


          Year Ended
          July 31, 1994      45       0      45      0.36     0.00     0.36

          __________________
          <F1>  
               The term "development well" refers to a well drilled  within
               the proven area of an oil  and gas reservoir to the depth of
               a stratigraphic horizon known to be productive.  
           </F1>


               Present Activities.   During  1994, the Company  installed a
          water  disposal  system  at  its Boston  Bayou  Field,  Vermilion
          Parish, Louisiana.  The installation was necessary to comply with
          Environmental Protection  Agency and Department of  Water Quality
          mandate  to  cease  the  discharge  of  produced  water  into the
          adjacent  marshland.    Since  the  installation,  the  well  was
          successfully  reworked to  accommodate  a greater  flow at  lower
          pressure, and the disposal  system presently handles 100%  of the
          produced water from the project.

               Effective  January 1,  1993, ARCO's  South Justis  Secondary
          Recovery  Unit, located in Lea  County, New Mexico,  of which the
          Company  owns a gross .825% working interest, was approved by the
          New Mexico  Oil and Gas Conservation  Commission for unitization.
          Fifty-six  (56)  wells  have  been  drilled  in  the  unit  since
          inception.  Total project costs  were estimated at $56.5 million,
          of which approximately $50  million have been expended  thus far.
          The Company's cost in this project was approximately $400,000.

               The Company  holds various  working, overriding  royalty and
          royalty  interests  in  the   Beargrass  Prospect  Area  in  Leo,
          Freestone and Limestone counties,  Texas.  The reservoir produces
          gas  from  the Cotton  Valley,  Travis Peak,  Bossier  and Pettit
          formations.  Continued development  plans have been postponed due
          to low gas prices;  however, spacing units have been  reduced for
<PAGE>

          all  applicable  formations, and  it  is  likely that  additional
          development drilling  will be conducted during  the coming fiscal
          year.

               The  Company has  farmed  out, sold,  or otherwise  assigned
          tracts of acreage in several of its leasehold areas, for purposes
          of causing  wells to be  drilled.  Two  new producing wells  were
          located  on such lands during  fiscal 1995, in  which the Company
          retains  various overriding  royalty and/or  reversionary working
          interests.   The effect of these transactions to the acreage pool
          and to  total revenues  is relatively insignificant;  however, it
          reflects the Company's continuing utilization of assets.

               Title  to Oil  and Gas  Properties.   As is  common industry
          practice, little or no investigation of title is made at the time
          of   acquisition  of   undeveloped   properties,  other   than  a
          preliminary   review   of   local   mineral   records.      Title
          investigations  are made,  in  most cases  including obtaining  a
          title opinion  of local counsel, before  commencement of drilling
          operations.     The   Company  believes   that  its   methods  of
          investigating  title  to  its  properties  are   consistent  with
          practices customary in  the oil  and gas  industry in  connection
          with  the acquisition of such properties  and that such practices
          are adequately designed  to enable  it to acquire  good title  to
          such properties.

               Contractual Commitments.   The  Company is not  obligated to
          provide a fixed  and determinable quantity  of oil or gas  in the
          future under existing contracts or agreements.

          ITEM 3.  LEGAL PROCEEDINGS

               The Company is  involved in routine litigation from  time to
          time.   The litigation in which the Company is currently involved
          is not material to the Company's consolidated financial position.
          On July 9, 1993,  the Company received a  demand notice from  the
          Daiwa Bank  Ltd., ("Daiwa") for payment of  $1,997,500 in payment
          of the  outstanding balance  on the Company's  $15,000,000 Credit
          Revolver established by Daiwa in 1988, although no litigation has
          been commenced as of the date hereof.  The Company  is in contact
          with  Daiwa to resolve the matter.   See "Management's Discussion
          and Analysis  or  Plan  of  Operation  -  Liquidity  and  Capital
          Resources."

          ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

               No matter was submitted to a vote of the shareholders of the
          Company  during the  fourth quarter  of the  year ended  July 31,
          1995.

                                       PART II

          ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                       SHAREHOLDER MATTERS

            The  principal  market on  which  the  Company's Common  Shares
          traded prior to July  29, 1994, was the American  Stock Exchange.
<PAGE>



          The  following table  sets forth  the high  and low  closing sale
          prices for the  Common Shares of the  Company as reported in  the
          consolidated  transaction  reporting  system  for   the  calendar
          periods indicated.

               On July 29, 1994, the Company's securities ceased trading on
          the  American  Stock  Exchange  because  the  Company  no  longer
          satisfied  certain  of the  financial requirements  for continued
          listing.  Since July 29, 1994, the shares have not  been actively
          traded  in any market.   The Company's Common  stock is traded on
          the NASD electronic  OTC bulletin board under  the symbol "CSPN".
          The Company has no reliable information  as to the price at which
          the shares have traded since July 29, 1994.
<TABLE>
<CAPTION>
                                                            High              Low
            1994:

            <S>                                           <C>               <C>
            First Quarter                                 $   3/8           $  3/16
            Second Quarter                                        5/16              1/8 
            Third Quarter (through July 29, 1994)                 7/32              1/8
</TABLE>
               As  of September  30, 1995,  there were  approximately 4,400
          holders of record of the Company's Common Shares.

               No  cash  dividend on  the Common  Shares has  been declared
          since  1982, and no dividend has  been paid on the  Series C or E
          Preferred  Shares.  Declaration and payment of any cash dividends
          by the  Company is  currently prohibited  by the Loan  Agreement,
          dated August 1, 1988, amended and restated on  December 14, 1990,
          between the Company and Daiwa.  Moreover, the terms of the Series
          A  Shares provide  that no dividends  may be  paid on  the Common
          Shares or Series C  or E Preferred Shares while  dividends on the
          Series  A Shares are  in arrears.   The Company has  not paid any
          dividends on the Series A Shares since June 30, 1988.  As of July
          31,  1995,  dividends on  the Company's  Series  A Shares  are in
          arrears $15.289 per share for a total of $9,165,977.


          ITEM 6.   MANAGEMENT'S   DISCUSSION  AND  ANALYSIS   OR  PLAN  OF
                    OPERATION
           

          LIQUIDITY AND CAPITAL RESOURCES

               In December  1990, at the request of Daiwa, the Company sold
          property,  which  was  mortgaged   to  Daiwa,  for  approximately
          $5,200,000.   From the proceeds  of the sale,  Daiwa received the
          total $5,200,000.  Daiwa applied  $4,700,000 to the reduction  of
          principal.   Simultaneously,  the  Company  executed  a  30-month
          extension note in the amount of $2,000,000, with the guarantee by
          Daiwa that, upon payment of $500,000 in June 1993, the note would
          be renewed or  restructured.  Daiwa  recognized that the  Company
          would  be unable to make  the $500,000 principal  payment in June
          1993  and therefore returned $500,000 from the December 1990 sale
          of property to the Company.

               In  June 1993, after  the Company  paid interest  for thirty
          (30) months  of approximately  $425,000, Daiwa refused  to accept
          the $500,000  principal reduction payment offered  by the Company
          and  refused to renew or  restructure the note  claiming no legal
<PAGE>



          obligation to do  so and citing its decision to  divest itself of
          oil and gas loans.

               On July 9, 1993,  the Company received a demand  notice from
          Daiwa  for $1,997,500 in payment of the loan balance remaining on
          the  $15,000,000 Credit  Revolver  established by  Daiwa in  late
          1988.  On February 17, 1994, the Company sold certain oil and gas
          properties for $300,000 the proceeds of which were used to reduce
          the bank debt principal to $1,697,500.

               As of October  4, 1995, the Company  has voluntarily reduced
          the outstanding principal balance to $1,547,500.

               The Company  has attempted to resolve the loan dispute.  The
          Company expects one  of two developments between  the Company and
          Daiwa in  fiscal year 1996: (a)   the Company and  Daiwa reach an
          agreement  to  reduce  to   zero  the  outstanding  loan  balance
          inclusive  of interest (However,  there can be  no assurance that
          Daiwa will  agree to do so,  nor can there be  any assurance that
          Daiwa will not proceed to foreclose on the oil and gas properties
          which secure the debt.);  or (b) litigation results in  which the
          Company asserts lender liability claims for refusal to renew  the
          credit  as  represented, and  Daiwa  asserts  claims for  default
          interest and attorneys' fees.   Under the second alternative, the
          Company estimates legal fees  in the range of $150,000  in fiscal
          years 1996-1997.

               Cash  flow used  in operations  during fiscal  year  1995 of
          $(13,033)  decreased  from  cash  provided by  operations  during
          fiscal year 1994 of $538,508.  This decrease primarily related to
          the large provision for loss on assets as reported in fiscal 1994
          as compared to fiscal 1995. 
               The  Company   anticipates  that  with   its  current   cash
          position, and a satisfactory resolution with  Daiwa, it will have
          sufficient  working capital  to meet  its obligations  during the
          ensuing fiscal year.

               As of July  31, 1995, dividends on  the Company's cumulative
          convertible Series A Preferred Shares are in  arrears $15.289 per
          share for a total of $9,165,977.

               The   Company  intends  to  continue  to  provide  visionary
          leadership   and   vigorously  pursue   merger   and  acquisition
          candidates  both  domestically  and  abroad.   The  Company  will
          respond aggressively  to  any merger  or acquisition  opportunity
          that is in the best interest of all the shareholders.

          RESULTS OF OPERATIONS

               During fiscal year 1995, the  Company's management resources
          were primarily directed to three areas:

               (1)  The settlement and/or avoidance of legal actions.

                    The Company  was sued  by the  operator of  one of  the
          Company's offshore  lease facilities.  The  potential exposure to
          the Company  under  this suit  was  approximately $600,000.    In
          addition, the Company could be faced with plugging liabilities of
          approximately $650,000.    The Company's  President negotiated  a
          settlement  of $230,000  to be  paid over  a twelve-month  period
<PAGE>



          thereby resulting in  an 81% discount  of the potential  exposure
          without  reference to the avoidance of associated legal fees.  As
          of this filing, execution of the settlement agreement is pending.
          It  is anticipated that closing  will be completed  no later than
          November 20, 1995.

               (2)  The identification of a  suitable merger or acquisition
          candidate  for the Company.   To date, no  suitable candidate has
          been identified.

               (3)   The  identification of  the most  viable market  which
          would enhance the  trading of the Company's stock.   To this end,
          the Company is  pursuing listing on  the London Stock  Exchange's
          newly formed Alternative Investment  Market which came into being
          in July 1995 and  was specifically created  to meet the needs  of
          smaller and growing companies keen to raise public finance and to
          have their shares more widely traded.

          Consolidation of Working Interest in Nukern Lease

               Pursuant to an  agreement dated September 20,  1994, between
          Summit Overseas Exploration, Inc. (wholly-owned subsidiary of the
          Company)  ("Summit"), the  Villiers Group  plc, a  public limited
          company  organized  under  the  laws  of  Northern  Ireland,  and
          Churchill U.S.A., Inc., a Colorado corporation, each party agreed
          to  capitalize a  newly  formed company,  CSV  Holdings, Inc.,  a
          Colorado corporation ("CSV") for the purpose of administering the
          Nukern lease holdings of each to maximize the value of the lease.
          To  this  end,  each  party transferred  its  respective  working
          interest  in  the  Nukern  lease  to  CSV  as its  share  of  the
          capitalization, along  with a pari-passu working  capital loan to
          cover  the estimated  projected maintenance  costs of  the Nukern
          lease  through fiscal  1995.   Of  this,  Summit transferred  its
          42.22% working interest for which it received 48.8% of the equity
          in CSV and  a production loan  of $1,926,345.   In addition,  the
          Company  paid $42,223 as its  share of the  working capital loan.
          The  working  capital loan  is tied  to  a promissory  note dated
          December 1,  1994, with principal  and interest, at  six percent,
          due in full December 1, 1998.

          Year  Ended July 31,  1995 Compared with the  Year Ended July 31,
          1994

               Oil  and   gas  revenue  was   $1,208,381  as   compared  to
          $2,202,084 for the prior  fiscal year.  This decrease  in revenue
          is  primarily  due  to  significantly lower  natural  gas  prices
          received during fiscal 1995 as compared to fiscal 1994 as well as
          shut-ins   of  two   significant   non-operated   wells  due   to
          recompletion efforts.

               The   Company   experienced   slightly   higher   oil    and
          substantially lower gas  prices than those  received in the  same
          period  last year.  Average  prices received in  fiscal 1995 were
          $14.54/barrel oil and $1.36/mcf gas, as compared to $14.11/barrel
          oil and $1.82/mcf gas received in the prior fiscal year.

               Substantially lower net revenue from  oil and gas operations
          was offset by a  decrease in production costs.   Production costs
          decreased to $5.24  per BOE for fiscal 1995  as compared to $5.37
          per BOE for fiscal 1994.  The lower per unit production costs are
<PAGE>



          primarily  a  result of  the  Company's transfer  of  its working
          interest in the Nukern lease to CSV Holdings, Inc.

               General  and   administrative  expenses   for  fiscal   1995
          decreased by $479,785 over the prior year.  This decrease related
          primarily to  the reduction of  merger and acquisition  costs and
          associated legal expenses as well as outside contract services.

               Interest expense  for the current  fiscal year  was $166,127
          as compared to $135,198 reported for the prior fiscal year.

               Depletion,  depreciation and  amortization  of oil  and  gas
          property costs  are calculated  on the  unit-of-production method
          based  on total  estimated reserves.   The current  fiscal year's
          rate per MCF equivalent unit was $.27 as compared to $.35 for the
          prior fiscal year.

               There  was  no  writedown  of  the  Company's  oil  and  gas
          properties  for either the current fiscal year or the fiscal year
          ended July 31, 1994.

               As a  result of the  aforementioned activities,  the Company
          had a net loss of ($430,158) in fiscal  1995 as compared to a net
          loss of ($1,381,603) in fiscal 1994.

          Year Ended July 31,  1994 Compared with  the Year Ended July  31,
          1993

               Oil  and   gas  revenue  was   $2,202,084  as   compared  to
          $2,299,457 for the prior  fiscal year.  This decrease  in revenue
          was primarily due to adjustments to the gas balancing payable for
          fiscal 1994.

               The  Company experienced  lower oil  and  higher gas  prices
          than  those  received  in the  same  period  in  the prior  year.
          Average prices received in fiscal 1994 were $14.11/barrel oil and
          $1.82/mcf gas, as compared to $17.05/barrel oil and $1.64/mcf gas
          received in the prior fiscal year.

               Slightly lower  net revenue from oil and  gas operations was
          offset  by a  decrease  in production  costs.   Production  costs
          decreased to  $5.37 per BOE for fiscal  1994 as compared to $5.79
          per BOE  for fiscal 1993.   The lower  per unit production  costs
          were a result of increased production due to workovers.

               General  and   administrative  expenses   for  fiscal   1994
          decreased  by $28,402 over the prior year.  This decrease related
          primarily to the renegotiated Service and Operations Agreement.

               During fiscal year 1994, the  Company's management resources
          were primarily directed  to the proposed reverse  merger with CEV
          which limited the  activities in  the Company's  non-oil and  gas
          investments.  Planned operations were not as anticipated;  and as
          a  result,   the  Company's  management  assessed   each  of  its
          investments and provided a reserve for impairment of $704,540 for
          the year ended July 31, 1994.

               Interest expense  for fiscal 1994  was $135,198  as compared
          to $152,098 reported for the prior fiscal year due to a reduction
          in the prime lending rate.
<PAGE>



               Depletion,  depreciation  and amortization  of  oil  and gas
          property costs  are calculated  on the unit-of-production  method
          based  on total estimated reserves.   Fiscal 1994's  rate per MCF
          equivalent unit was $.35 as compared to $.34 for the prior fiscal
          year.

               There  was  no  writedown  of  the  Company's  oil  and  gas
          properties for either fiscal  1994 or the fiscal year  ended July
          31, 1993.

               As a  result of the  aforementioned activities,  the Company
          had a  net loss of ($1,381,603)  in fiscal 1994 as  compared to a
          net loss of ($1,627,705) in fiscal 1993.


          INFLATION AND CHANGES IN PRICES

               While the costs  of operations have been, and  will continue
          to  be, affected by inflation, oil and gas prices have fluctuated
          in  recent years and generally have not followed the same pattern
          as  inflation.  The following table shows the average oil and gas
          prices received by the Company over the last two fiscal years.
<TABLE>
<CAPTION>
                                                        Average                 Average
                                                       Oil Price               Gas Price
                                                        ($/Bbl)                 ($/MCF) 
              By Year

            <C>                                        <C>                     <C>
            July 31, 1995                              $14.54                  $1.36
            July 31, 1994                              $14.11                  $1.82


               Lower gas prices have had  a significant impact on revenues.
          Many wells,  particularly in  northern Louisiana, East  Texas and
          New  Mexico, where the Company has  extensive holdings of royalty
          and  overriding royalty acreage,  have been idled.   In addition,
          lower gas prices have resulted in a near-cessation of drilling on
          acreage owned by the Company upon which additional development is
          warranted.

          ITEM 7.   FINANCIAL STATEMENTS 

               The Financial Statements are  set forth herein commencing on
          page F-i.
<PAGE>



          ITEM 8.   CHANGES IN  AND DISAGREEMENTS  WITH ACCOUNTANTS  ON    
                    ACCOUNTING AND FINANCIAL DISCLOSURE

               Not applicable.


                                       PART III

          ITEM 9.   DIRECTORS,  EXECUTIVE  OFFICERS, PROMOTERS  AND CONTROL
                    PERSONS; COMPLIANCE WITH SECTION 16(a) OF  THE EXCHANGE
                    ACT

               The  information  required  in  response  to  this  Item  is
          incorporated herein by  reference to the  Registrant's definitive
          proxy  statement to  be filed  with the  Securities and  Exchange
          Commission pursuant to  Regulation 14A, not  later than 120  days
          after the end  of the  Registrant's fiscal year  covered by  this
          report.

          ITEM 10.  EXECUTIVE COMPENSATION

               The  information  required  in  response  to  this  Item  is
          incorporated herein by reference  to the Registrant's  definitive
          proxy  statement to  be filed  with the  Securities and  Exchange
          Commission pursuant to  Regulation 14A, not  later than 120  days
          after the end  of the  Registrant's fiscal year  covered by  this
          report.

          ITEM 11.  SECURITY  OWNERSHIP OF  CERTAIN  BENEFICIAL OWNERS  AND
                    MANAGEMENT

               The  information  required  in  response  to  this  Item  is
          incorporated herein  by reference to  the Registrant's definitive
          proxy  statement  to be  filed with  the Securities  and Exchange
          Commission pursuant  to Regulation 14A,  not later than  120 days
          after the end  of the  Registrant's fiscal year  covered by  this
          report.

          ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

               The  information  required  in  response  to  this  Item  is
          incorporated herein by  reference to the  Registrant's definitive
          proxy  statement  to be  filed with  the Securities  and Exchange
          Commission pursuant  to Regulation 14A,  not later than  120 days
          after the end  of the  Registrant's fiscal year  covered by  this
          report.
<PAGE>






          ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

               (a)  The  following  documents are  filed  as  part of  this
          report:



               (1)  Financial Statements:

                    See  "CASPEN  OIL, INC.  AND  SUBSIDIARIES  - Index  to
                    Consolidated  Financial Statements" on page F-i of this
                    report.

               (2)  Exhibits:

                    3.1  Certificate  of  Amendment   and  Restatement   of
                         Restated   Articles   of   Incorporation  of   the
                         Registrant dated December 1, 1994.

                    3.2  Bylaws  of the  Registrant, as  amended,  filed as
                         Exhibit  3.2 to the  Registrant's Annual Report on
                         Form 10-K for the fiscal year ended July 31, 1988,
                         and incorporated herein by reference.

                    4.1  Specimen   Common   Share   Certificate   of   the
                         Registrant,   filed   as   Exhibit  4.1   to   the
                         Registrant's Annual  Report on  Form 10-K for  the
                         fiscal year ended July 31, 1992,  and incorporated
                         herein by reference.

                    4.2  Specimen  Series  A  $1.80 Cumulative  Convertible
                         Preferred  Share  Certificate  of the  Registrant,
                         filed as Exhibit  4.2 to  the Registrant's  Annual
                         Report on Form 10-K for the fiscal year ended July
                         31, 1992, and incorporated herein by reference.

                    4.3  Resolutions   authorizing  the   $1.80  Cumulative
                         Convertible Preferred Shares,  par value $1.00 per
                         share, of  the Registrant,  as  amended, filed  as
                         Exhibit 4.3 to  the Registrant's Annual Report  on
                         Form 10-K for the fiscal year ended July 31, 1988,
                         and incorporated herein by reference.

                    4.4  Specimen Series  C Preferred Share  Certificate of
                         the  Registrant,  filed  as  Exhibit  4.4  to  the
                         Registrant's  Annual Report  on Form 10-K  for the
                         fiscal year ended July 31,  1992, and incorporated
                         herein by reference. 

                    4.5  Resolution  authorizing  the  Series  C  Preferred
                         Shares,  par  value  $1.00     per  share  of  the
                         Registrant,   filed  as   Exhibit   4.5   to   the
                         Registrant's  Annual Report  on Form 10-K  for the
<PAGE>






                         fiscal year ended July  31, 1992, and incorporated
                         herein by reference.

                    4.6  Specimen Series E  Preferred Share Certificate  of
                         the  Registrant,  filed  as  Exhibit  4.6  to  the
                         Registrant's Annual  Report on Form 10-KSB for the
                         fiscal year ended July 31, 1994,  and incorporated
                         herein by reference.

                    4.7  Resolution  authorizing  the  Series  E  Preferred
                         Shares,   par  value   $1.00  per  share   of  the
                         Registrant,   filed   as   Exhibit   4.7   to  the
                         Registrant's Annual  Report on Form 10-KSB for the
                         fiscal year ended July 31, 1994,  and incorporated
                         herein by reference.

                    4.8  Specimen Series  F Preferred Share  Certificate of
                         the  Registrant,  filed  as  Exhibit  4.8  to  the
                         Registrant's Annual Report on Form  10-KSB for the
                         fiscal year  ended July 31, 1994, and incorporated
                         herein by reference.

                    4.9  Resolution  authorizing  the  Series  F  Preferred
                         Shares,  par   value  $1.00   per  share   of  the
                         Registrant,   filed  as   Exhibit   4.9   to   the
                         Registrant's Annual Report on Form  10-KSB for the
                         fiscal year  ended July 31, 1994, and incorporated
                         herein by reference.
                        
                    4.10 1993 Omnibus Employee Stock Option Plan of  Caspen
                         Oil,   Inc.,  filed   as   Exhibit   4.8  to   the
                         Registrant's   Form   S-8  (No.   33-68868)  dated
                         September 15,  1993,  and incorporated  herein  by
                         reference.

                    10.1 Form of Indemnification Agreement  with Directors,
                         filed as  Exhibit 10.2 to  the Registrant's Annual
                         Report on  Form 10-K for  the Year ended  July 31,
                         1987, and incorporated herein by reference.

                    10.2 Summit  Energy, Inc.  Stock Bonus  Plan,  filed as
                         Exhibit 10.3 to the Registrant's Annual  Report on
                         Form 10-K  for the  Year ended July 31,  1987, and
                         incorporated herein by reference.

                    10.3 Service  and Operations Agreement, dated March 31,
                         1994, between the Registrant's  subsidiary, Summit
                         Overseas Exploration, Inc.  and Churchill  U.S.A.,
                         Inc.,  filed as Exhibit  10.5 to  the Registrant's
                         Annual Report  on Form 10-KSB for  the fiscal year
                         ended July  31, 1994, and  incorporated herein  by
                         reference.
<PAGE>






                    10.4 Amendment  to  Service  and Operations  Agreement,
                         dated  June 15,  1995,  between Churchill  U.S.A.,
                         Inc.  and  the  Registrant's   subsidiary,  Summit
                         Overseas Exploration, Inc.
<PAGE>







                    10.5 Amended and  Restated Loan Agreement,  dated as of
                         December 14,  1990, by and between  the Registrant
                         and The Daiwa  Bank Limited (formerly  Lloyds Bank
                         Plc) concerning the  $15,000,000 Revolving  Credit
                         Loan to  the Registrant, filed as  Exhibit 10.4 to
                         the  Registrant's Annual Report  on Form  10-K for
                         the  fiscal   year  ended   July  31,   1991,  and
                         incorporated herein by reference.

                    10.6 Employment  Agreement, dated  January 1,  1994, by
                         and  between  the Registrant's  subsidiary, Summit
                         Overseas Exploration, Inc. and Anthony J. Carroll,
                         filed  as Exhibit 10.7  to the Registrant's Annual
                         Report on  Form 10-KSB  for the fiscal  year ended
                         July   31,  1994,   and  incorporated   herein  by
                         reference.

                    10.7 Employment  Agreement, dated  January 1,  1994, by
                         and  between  the Registrant's  subsidiary, Summit
                         Overseas  Exploration,  Inc.  and  Gary  N. Davis,
                         filed as  Exhibit 10.8 to the  Registrant's Annual
                         Report on  Form 10-KSB  for the fiscal  year ended
                         July   31,  1994,   and  incorporated   herein  by
                         reference.                                        
                                 

                    10.8 Agreement  dated September  20, 1994,  between the
                         Registrant's    subsidiary,     Summit    Overseas
                         Exploration,  Inc.,  Churchill  U.S.A., Inc.,  and
                         Villiers Group plc.

                    21.1 Subsidiaries  of the Registrant,  filed as Exhibit
                         22.1 to the Registrant's Annual Report on Form 10-
                         K for  the fiscal  year ended  July 31,  1992, and
                         incorporated herein by reference.


               (b)  Reports on Form 8-K

                    The Company filed no current reports on Form 8-K during
          the last quarter of the period covered by this report.
<PAGE>



                                      SIGNATURES

               Pursuant to the requirements of Section 13 or 15  (d) of the
          Securities Exchange Act of 1934, the Company has duly caused this
          report to be signed  on its behalf by the  undersigned, thereunto
          duly authorized.

          DATE: November 10, 1995

                                             CASPEN OIL, INC.


                                             /s/ Anthony J. Carroll        
                                             Anthony J. Carroll
                                             Chairman of the Board and
                                             Chief Executive Officer

               Pursuant to the requirements  of the Securities Exchange Act
          of  1934,  this report  has been  signed  below by  the following
          persons in the capacities and on the dates indicated.


</TABLE>
<TABLE>
<CAPTION>
          Signature                     Title                         Date


          <S>                          <C>                           <C>              
          /s/ Anthony J. Carroll        Chairman of the               November 10, 1995
               Anthony J. Carroll       Board, President and
                                        Chief Executive Officer
                                        (Principal Executive
                                        Officer)


            /s/ Gary N. Davis             Chief Financial               November 10, 1995
            Gary N. Davis                 Officer and
                                          Director
                                          (Principal Financial
                                          and Accounting Officer)


            /s/ Kimberley J. Love         Secretary and                 November 10, 1995
            Kimberley J. Love             Director



            /s/ John J. Crawford          Director                      November 10, 1995
            John J. Crawford


                                                  22
<PAGE>




          CASPEN OIL, INC. AND SUBSIDIARIES

          Index to Consolidated Financial Statements



          Independent Auditor's Report  . . . . . . . . . . . . . . . . F 1

          Consolidated Balance Sheet as of July 31, 1995  . . .  F 2 to F 3

          Consolidated Statements of Operations 
          for the Years Ended July 31, 1995 and 1994  . . . . . . . . . F 4

          Consolidated Statements of Shareholders' Equity 
          for the Years Ended July 31, 1995 and 1994  . . . . . . . . . F 5

          Consolidated Statements of Cash Flows 
          for the Years Ended July 31, 1995 and 1994  . . . . .  F 6 to F 7

          Notes to Consolidated Financial Statements  F 8 to F 23

INDEPENDENT AUDITOR'S REPORT

          Shareholders and Board of Directors
          Caspen Oil, Inc. 
          Lakewood, Colorado

          We have  audited the  accompanying consolidated balance  sheet of
          Caspen Oil, Inc.  and subsidiaries  as of July  31, 1995 and  the
          related  consolidated   statements  of  operations,   changes  in
          shareholders'  equity and cash flows for the years ended July 31,
          1995 and 1994.  These financial statements are the responsibility
          of the Company's management.  Our responsibility is to express an
          opinion on these financial statements based on our audits.  

          We  conducted our  audits in  accordance with  generally accepted
          auditing standards.   Those  standards require that  we plan  and
          perform the  audit to  obtain reasonable assurance  about whether
          the financial statements  are free of material  misstatement.  An
          audit includes  examining, on  a test basis,  evidence supporting
          the amounts  and disclosures  in  the financial  statements.   An
          audit also includes assessing  the accounting principles used and
          significant estimates  made by management, as  well as evaluating
          the overall  financial statement  presentation.  We  believe that
          our audits provide a reasonable basis for our opinion.  

          In our opinion, the consolidated financial statements referred to
          above  present fairly,  in all  material respects,  the financial
          position  of Caspen  Oil, Inc.  and subsidiaries  as of  July 31,
          1995, and the consolidated results of their operations and  their
          cash flows  for  the  years  ended  July 31,  1995  and  1994  in
          conformity with generally accepted accounting principles.

          The  accompanying  consolidated  financial statements  have  been
          prepared assuming  that  the Company  will  continue as  a  going
          concern.  As discussed in Note B to the financial statements, the
          Company's  current  liabilities  exceed  its  current  assets  by
          approximately $2,287,000  at July 31, 1995.   The working capital
          deficit results primarily from bank debt of $1,597,500, for which
          payment was  demanded by the bank  on July 9, 1993.   The working
          capital  deficit raises  substantial  doubt  about the  Company's
<PAGE>


          ability  to continue as a  going concern.   Management's plans in
          regard  to  this  matter  are  also discussed  in  Note  B.   The
          financial statements do  not include any  adjustments that  might
          result from the outcome of this uncertainty.


          Mitchell & Finley and Company, P.C. 
          Certified Public Accountants

          October 24, 1995
          Denver, Colorado








































                                         F-2
<PAGE>
          CASPEN OIL, INC. AND SUBSIDIARIES

          Consolidated Balance Sheet

          July 31, 1995 


          ASSETS

          CURRENT ASSETS
            Cash and cash equivalents                             $464,876
            Accounts receivable, trade, no allowance
               for doubtful accounts                               327,038
            Notes receivable, affiliate, current portion             8,346
                                                                   800,260
          PROPERTY AND EQUIPMENT, AT COST
            Oil and gas properties, full cost method used for
              oil and gas properties                            19,626,347
            Other                                                  240,830
                                                                19,867,177
          Less accumulated depletion,  
           depreciation and amortization                        16,659,765 
                                                                 3,207,412

          OTHER
            Investments                                            833,520
            Note receivable, related party, noncurrent              42,223
            Notes receivable, affiliate, noncurrent                 48,045
            Other                                                    1,950
                                                                   925,738

          TOTAL ASSETS                                           $4,933,410

          See accompanying notes to consolidated financial statements. 

                                         F 3
<PAGE>
          CASPEN OIL, INC. AND SUBSIDIARIES
          Consolidated Balance Sheet (Continued)

          July 31, 1995

          LIABILITIES AND SHAREHOLDERS' EQUITY

          CURRENT LIABILITIES
            Note payable, bank                                   $1,597,500
            Accounts payable                                        956,116
            Accrued expenses                                        523,973
            Note payable, other, current portion                     10,000
                                                                  3,087,589

          LONG-TERM LIABILITIES
            Accrued expenses                                         66,667
            Note payable, other                                      20,000
                                                                     86,667

          COMMITMENTS

          SHAREHOLDERS' EQUITY
            $1.80 cumulative convertible preferred stock, Series A,
              $1 par value.  Authorized 10,000,000 shares; issued 
              600,000 shares (liquidation preference of $21,155,977,
              excluding shares in treasury)                         600,000
            Convertible preferred stock, Series C, $1 par value.
              Authorized 300,000 shares; issued and outstanding
              300,000 shares (liquidation preference of $300,000)
                                                                    300,000
            Convertible preferred stock, Series E, $1 par value.
              Authorized 1,250,000 shares; issued and outstanding
              125,000 shares (liquidation preference of $500,000)
                                                                     125,000
            Common stock, $.01 par value.  Authorized
              50,000,000 shares; issued 18,092,222 shares            180,922
            Additional paid-in capital                            21,091,871
            Accumulated deficit                                  (20,528,929)
                                                                   1,768,864
            Less cost of 18,836 common shares and
              500 Series A preferred shares in treasury               9,710
                                                                  1,759,154

            TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $4,933,410


          See accompanying notes to consolidated financial statements. 

                                         F 4
<PAGE>
          CASPEN OIL, INC. AND SUBSIDIARIES

          Consolidated Statements of Operations

          For the Years Ended July 31, 1995 and 1994

                                                        1995      1994     

          REVENUES
            Crude oil and gas sales                   $1,208,381  $2,202,084
            Interest income                               29,121      28,276
            Other                                        245,767      69,136
                                                       1,483,269   2,299,496

          COSTS AND EXPENSES
            Production and operating                     673,350   1,051,610
            Depletion, depreciation and amortization     217,576     413,045
            Provision for loss on investments            704,540
            General and administrative                   856,374   1,336,159
            Interest                                                    
          166,127                                       135,198
            Loss on sale of assets                                  40,547
                                                        1,913,427 3,681,099

          NET LOSS                                      (430,158)
          (1,381,603)

          DIVIDEND REQUIREMENTS ON PREFERRED STOCK      3,875,729  706,151

          LOSS APPLICABLE TO COMMON STOCK               $(4,305,887)     $
          (2,087,754)

          LOSS PER SHARE OF COMMON STOCK                $   (.24)       $  (.12)

















          See accompanying notes to consolidated financial statements. 

                                         F 5
<PAGE>
          CASPEN OIL, INC. AND SUBSIDIARIES


</TABLE>
<TABLE>
<CAPTION>
    CASPEN OIL, INC. AND SUBSIDIARIES

    Consolidated Statements of Shareholders' Equity (Continued)

    For the Years Ended July 31, 1995 and 1994  
      
                                                                            
                                                                                                                            
         Series A         Series B       Series C                                 Common stock    Additional    Accumu   Total
        preferred stock  preferred stock preferred stock        Common stock         to be issued     paid in    lated  Treasury 
  shareholders'
          Shares           Amount   Shares     Amount  Shares Amount    Shares              Amount     Shares    Amount    capital
deficit
        equity

Balances,
<C>              <C>      <C>     <C>     <C>     <C>       <C>        <C>      <C>          <C>            <C>
July 31, 1992    600,000  $600,000$300,000$300,00017,483,449$8,741,725 30,935$15,469$12,621,086$(17,089,463)$(1,067,847)$4,120,970
Issuance of shares
of commons stock
 for acquisitions                                             250,000    125,000                        62,500             187,500
Issuance of shares
   of common
   stock for
 services rendered                                            90,000     45,000                        22,500                67,500
Issuance of share
   of treasury
   stock for
   acquisition of certain
   accounts receivable                                                                                              5,089      5,089
Issuance of shares
   of treasury
   stock for cash                                                                                                       14,84 14,841
Net loss                                                                                            (1,627,705)(1,627,705)
Balances,
 July 31, 1994     600,000$600,000$300,000$300,00017,823,449$8,911,725 30,935$15,469$12,706,086 $(18,717,168)$(1,047,917)$2,768,195
Balances, July 31, 1995
               See accompanying notes to consolidated financial statements. 

</TABLE>
                                         F 6
<PAGE>
    CASPEN OIL, INC. AND SUBSIDIARIES


          Consolidated Statements of Cash Flows

          For the Years Ended July 31, 1995 and 1994

                                                        1995      1994     

          CASH FLOWS FROM OPERATING ACTIVITIES
            Net loss                               $ (430,158)   $(1,381,603)
            Adjustments to reconcile net loss to net
             cash provided by (used in) operating
             activities
                 Depletion, depreciation and amortization217,576   413,045
                 Provision for loss on assets          61,231      704,540
                 Issuance of stock for services rendered1,000      125,000
                 Change in asset and liability accounts
                     (Increase) decrease in trade accounts
                       receivable                     103,572       (3,154)
                     Increase (decrease) in accounts payable (317,066)505,585
                     Increase in accrued expenses     350,812      175,095

          NET CASH PROVIDED BY (USED IN)
            OPERATING ACTIVITIES                      (13,033)     538,508











          See accompanying notes to consolidated financial statements. 

                                         F 7
<PAGE>




<TABLE>
<CAPTION>
            CASPEN OIL, INC. AND SUBSIDIARIES

            Consolidated Statements of Cash Flows (Continued)

            For the Years Ended July 31, 1995 and 1994

                                                                    1995        1994     

            CASH FLOWS FROM INVESTING ACTIVITIES
               <S>                                                   <C>         <C>
               Capital expenditures for property and equipment       (159,200)   (737,595)
               Proceeds from disposition of property and equipment      9,598     348,477
               Advances to related party and affiliate               (101,900)   (370,000)
               Collections on note receivable                           3,286
               (Increase) decrease in other assets                          -      26,770


            NET CASH USED IN INVESTING ACTIVITIES                    (248,216)   (732,348)

            CASH FLOWS FROM FINANCING ACTIVITIES
               Payments of debt                                      (110,000)   (300,000)
               Proceeds from issuance of debt                                      40,000
               Proceeds from issuance of preferred stock                          500,000
               Cost to repurchase and cancel common stock                         (30,450)
               Cost to repurchase common and preferred stock             (524)           
               Proceeds from issuance of shares held in treasury      207,694            

            NET CASH PROVIDED BY FINANCING ACTIVITIES                  97,170     209,550

            NET INCREASE (DECREASE) IN CASH AND
            CASH EQUIVALENTS                                         (164,079)     15,710

            CASH AND CASH EQUIVALENTS,
            BEGINNING OF YEAR                                         628,955     613,245

            CASH AND CASH EQUIVALENTS,
            END OF YEAR                                            $  464,876  $  628,955















            See accompanying notes to consolidated financial statements. 

</TABLE>
                                         F 8
<PAGE>






          CASPEN OIL, INC. AND SUBSIDIARIES

          Notes to Consolidated Financial Statements


          NOTE A   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            Principles  of  Consolidation      The  consolidated  financial
            statements include  the accounts  of Caspen  Oil, Inc.  and its
            subsidiaries    (the  Company).  All  significant  intercompany
            balances and transactions are eliminated in consolidation.

            Property  and  Equipment    The Company  follows the  full cost
            method of accounting  for its  domestic oil and  gas operations
            and,  accordingly,  capitalizes  all  costs   incurred  in  the
            acquisition,  exploration,  and  development  of  oil  and  gas
            properties.  Capitalized costs relating to  proved reserves are
            amortized  on the  units-of-production  method  based on  total
            estimated  proved   recoverable  reserves   as  determined   by
            independent  petroleum  reservoir engineers.    Investments  in
            unproved  properties  and  major development  projects  are not
            depleted until  the determination  of the  existence of  proved
            reserves and the commencement of sales from the properties.

            No gain  or loss  is  recognized on  the sale  of oil  and  gas
            properties   except  in   the  case   of  properties  involving
            significant  remaining  reserves.     Proceeds  from  sales  of
            insignificant reserves and undeveloped  properties are  applied
            to reduce the costs in the cost centers.

            Capitalized  costs   less  related  accumulated  depletion  and
            deferred  income  taxes may  not  exceed  the  sum  of (1)  the
            present value of  future net revenue from  estimated production
            of proved  oil and gas reserves; (2) the cost of properties not
            being amortized, if  any; (3) the  lower of  cost or  estimated
            fair  value of unproved properties  included in the costs being
            amortized,  if any;  and  (4)  income  tax effects  related  to
            temporary  differences between  the book and  tax basis  of oil
            and gas properties.

            Other  equipment   is  depreciated   using  straight-line   and
            accelerated methods  based  on estimated  useful lives  ranging
            from three to ten years.

            Investments    The  Company  initially records  investments  at
            cost.   Investments  in  which  the  Company has  an  ownership
            interest of  less than  20% are  accounted for  using the  cost
            method of accounting.   Investments in which the Company has an
            ownership  interest of  between 20%  and 50%  are accounted for
            using the equity method of accounting.




                                          F-9
<PAGE>






          CASPEN OIL, INC. AND SUBSIDIARIES

            The Company periodically  assesses each of its  investments and
            provides  an  allowance in  the  event it  determines that  its
            investment is considered permanently impaired.



          Notes to Consolidated Financial Statements (Continued)


          NOTE A   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

            Gas Balancing    The Company  uses the  entitlements method  of
            accounting for  gas imbalances.   Under  this method,  proceeds
            are recognized as revenue only  to the extent that  the Company
            is  entitled  to  its proportionate  share  of  the  gas  sold.
            Amounts  received applicable to  other revenue  interest owners
            of approximately $262,900 at July  31, 1995, are recorded  as a
            liability and included in accounts payable.

            Loss Per Common  Share   Loss per common  share is based on the
            weighted-average  number  of  shares  outstanding  during  each
            period,  which were  18,030,050  and  18,027,723 for  1995  and
            1994,  respectively.     Shares  issuable  upon  conversion  of
            convertible preferred stock and exercise of  stock options have
            not been included in the  loss per share calculation  since the
            result would be antidilutive.

            Cash Flow Reporting    For purposes  of the  statement of  cash
            flows,  the Company  considers  all highly  liquid  investments
            purchased with an  original maturity of three months or less to
            be cash equivalents.





















                                         F-10
<PAGE>






          CASPEN OIL, INC. AND SUBSIDIARIES

          Notes to Consolidated Financial Statements (Continued)


          NOTE B   BASIS OF PRESENTATION

            These consolidated  financial statements have been  prepared on
            a going  concern basis  which contemplates  the realization  of
            assets and the  satisfaction of liabilities and  commitments in
            the  normal  course   of  business.    The   Company's  current
            liabilities exceed  its current  assets by  $2,287,329 at  July
            31, 1995.  The  working capital deficit results primarily  from
            bank debt of $1,597,500 for  which payment was demanded  by the
            bank on  July 9, 1993.    The  working capital  deficit  raises
            substantial doubt about the  Company's ability to continue as a
            going concern.

            The Company's bank loan, $1,597,500  at July 31, 1995,  was due
            June 30, 1993.  On July 9, 1993,  the Company received a demand
            notice  from  the bank  for  full  payment of  the  loan.   The
            Company  is  in  negotiations  with the  bank  to  resolve  the
            matter.   The  Company  believes that  the  bank will  agree to
            reduce its  debt to zero.   However, there can  be no assurance
            that  the bank  will  agree  to do  so,  nor can  there  be any
            assurance that  the bank will not  proceed to  foreclose on the
            oil and gas properties which secure the debt.

            The Company  anticipates that given  its current cash  position
            and assuming a  satisfactory resolution of the bank  matter, it
            will have  sufficient working capital  to meet its  obligations
            during the ensuing fiscal year.





















                                         F-11
<PAGE>
<TABLE>
<CAPTION>




          CASPEN OIL, INC. AND SUBSIDIARIES

          Notes to Consolidated Financial Statements (Continued)


          NOTE C   OIL AND GAS PROPERTIES (UNAUDITED)

             Costs  Incurred    A summary  of  costs incurred  in oil  and  gas property
               acquisition, exploration,  and development  activities for the  years ended
               July 31, 1995 and 1994 follows:

                                                                  1995           1994    
                 Property acquisition costs:
                    <S>                                       <C>             <C>
                    Proved                                    $               $          
                    Unproved                                                             
                                                              $               $          
                 Exploration costs                            $               $          
                 Development costs                            $    159,200    $   737,595

                 The Company's share of equity method
                 investee's costs of property acquisition,
                 exploration and development.                 $          -    $        NA

                 Depletion, depreciation and amortization
                    of oil and gas properties                 $    177,000    $   371,438

                 Depletion, depreciation and amortization
                    of oil and gas properties per equivalent
                    mcf of production                         $        .27    $       .35


               Aggregate  Capitalized  Costs      The  following  presents  the  Company's
               aggregate capitalized costs relating to oil  and gas activities as of  July
               31, 1995:

                    Costs related to proved properties        $ 19,626,347
                    Costs related to unproved properties                  
                                                                19,626,347
                    Less accumulated depletion                  16,478,140
                    Net capitalized costs                     $  3,148,207

                    The Company's share of equity method
                    investee's net capitalized costs          $  1,263,315




            Notes to Consolidated Financial Statements (Continued)

</TABLE>
          NOTE C   OIL AND GAS PROPERTIES (UNAUDITED) (Continued)



                                         F-12
<PAGE>






          CASPEN OIL, INC. AND SUBSIDIARIES

            Property  Transfer     As discussed  in  Note  D,  the  Company
            transferred  its  working  interest  in  certain  oil  and  gas
            properties to CSV Holdings, Inc.  The reserves associated  with
            this transfer are  estimated at 789,000  barrels of  oil.   The
            present value  of  estimated  future net  cash  flows  for  the
            property, using  a discount rate  of ten percent,  approximates
            $1,963,000 at July 31, 1995. 

            Oil and Gas  Reserve Data    The following  table presents  the
            Company's estimate of its proved  oil and gas reserves,  all of
            which  are  located  in   the  United  States.    The   Company
            emphasizes that reserve estimates are inherently imprecise  and
            that  estimates of  new  discoveries  are more  imprecise  than
            those of producing oil  and gas properties.  Accordingly, these
            estimates are expected to change as  future information becomes
            available.   The reserve information  presented below is  based
            upon  reports   prepared  by  independent  petroleum  reservoir
            engineers.

            Estimated  net proved  developed and  undeveloped  oil and  gas
            reserves (in barrels and thousands  of cubic feet of  gas), all
            of which are located in the United States, are as follows:

<TABLE>
<CAPTION>
                                        Year ended              Year ended
                                        July 31, 1995           July 31, 1994
                                            Oil         Gas         Oil         Gas
                                            (bbls)      (mcf)       (bbls)      (mcf)
            Proved developed and
               undeveloped reserves:
                 <S>                      <C>         <C>         <C>         <C>
                 Beginning of period      1,236,000   6,900,000   1,418,000   5,982,000
                 Revision of previous
                    estimates               (32,000)    571,000    (113,000)  1,785,000
                 Sales of reserves-
                 in-place                  (740,000)                (25,000)     (6,000)
                 Purchases of
                    reserves-in-place                                 8,000            
                 Production                 (34,000)   (541,000)    (52,000)   (861,000)
                 End of period              430,000   6,930,000   1,236,000   6,900,000

                                                                  


            Notes to Consolidated Financial Statements (Continued)
</TABLE>
<TABLE>
<CAPTION>
            NOTE C   OIL AND GAS PROPERTIES (UNAUDITED) (Continued)

                                                Year ended              Year ended
                                              July 31, 1995           July 31, 1994
                                             Oil         Gas         Oil         Gas

                                                 F-13
<PAGE>






            CASPEN OIL, INC. AND SUBSIDIARIES

                                            (bbls)      (mcf)       (bbls)      (mcf)

               Proved developed reserves:
                 <S>                      <C>         <C>         <C>         <C>
                 Beginning of period      1,185,000   6,583,000   1,360,000   5,505,000

                 End of period              406,000   6,126,000   1,185,000   6,583,000

                 The Company's proportional
                 interest in reserves of in-
                 vestee accounted for by the 
                 equity method, end of period         789,000                 NA       NA

</TABLE>
            Standardized Measure  of Discounted Future  Net Cash Flows  and
            Changes Therein Relating to Proved  Oil and Gas Reserves    The
            table   below,  which  presents   a  standardized   measure  of
            discounted future net  cash flows and changes  therein relating
            to  proved  oil  and gas  reserves,  is  presented  pursuant to
            Statement   of   Financial   Accounting   Standards   No.   69,
            "Disclosures About Oil and Gas  Producing Activities"; however,
            the data should not necessarily be  construed as representative
            of the  fair market value of  the Company's proved  oil and gas
            reserves.

            Future cash inflows  were computed by applying  year-end prices
            of oil and  gas relating to  the Company's  proved reserves  to
            the estimated  year-end quantities of  those reserves.   Future
            price changes  were considered only  to the extent provided  by
            contractual  arrangements in  existence  at year-end.    Future
            development  and production costs  were computed  by estimating
            the expenditures  to be  incurred in  developing and  producing
            the proved oil  and gas reserves at the  end of the year, based
            on year-end costs.  Future  income tax expense was  computed by
            applying  the year-end statutory tax  rate to the future pretax
            net cash flows  relating to the  Company's proved  oil and  gas
            reserves,  after  adjusting  for  tax  basis  of  oil  and  gas
            properties and  available credits, and assuming continuation of
            existing  economic  conditions.   The  standardized measure  of
            discounted future  cash flows represents  the present value  of
            estimated future  net cash flows using  a discount  rate of 10%
            per year and is presented in the following schedule:
          Notes to Consolidated Financial Statements (Continued)

<TABLE>
<CAPTION>
            NOTE C   OIL AND GAS PROPERTIES (UNAUDITED) (Continued)

                                                                 Years ended July 31,    
                                                                 1995            1994    

              <S>                                             <C>             <C>
              Future cash inflows                             $ 15,862,900    $30,745,200

                                                 F-14
<PAGE>






            CASPEN OIL, INC. AND SUBSIDIARIES

              Future production and development costs            6,674,000     13,774,100

                 Future net cash inflows                      $  9,188,900    $16,971,100

              Standardized measure of discounted
                 future net cash flows                        $  4,581,700    $ 9,760,100

              The Company's share of equity method
              investee's standardized measure of
              discounted future net cash flows                $  1,962,600    $        NA

              No  future  income  tax  expense  is   included  due  to  the  existence  of
              substantial net operating loss carryforwards (Note I).

              Changes  in  Standardized  Measure    The  following  table  summarizes  the
              changes in the standardized measure of discounted future net cash flows:

                                                                 Years ended July 31,    
                                                                 1995            1994    

                 Beginning of year                            $  9,760,100    $10,679,300
                 Sales and transfers of oil and gas
                    produced, net of production costs             (856,016)    (1,313,476)
                 Revisions in quantity estimates                 2,748,235      3,323,795
                 Accretion of discount                            (402,694)    (1,290,689)
                 Net changes in prices and
                    production costs                            (5,456,976)    (1,586,227)
                 Net change due to purchase and
                    sale of minerals-in-place                   (1,595,138)       (84,001)
                 Changes in estimated future
                    development costs                              384,189         31,398

                 End of year                                  $  4,581,700    $ 9,760,100
            Notes to Consolidated Financial Statements (Continued)


            NOTE D   INVESTMENTS

              Investments at July 31, 1995 includes:

                 Investment in CSV Holdings, Inc.             $    807,800
                 Other                                              25,720
                                                              $    833,520
</TABLE>
            CSV Holdings,  Inc.   During  fiscal 1995, the  Company entered
            into an agreement with Churchill U.S.A., Inc. (CUSA), a related
            party, and another  working interest owner  in certain oil  and
            gas  properties located  in California.   Under  the agreement,
            each party  transferred its working interest  in the properties
            to  a  newly  formed company,  CSV  Holdings,  Inc.  (CSV),  in
            exchange for an equivalent interest in the common stock of CSV.

                                         F-15
<PAGE>






          CASPEN OIL, INC. AND SUBSIDIARIES

            The Company has  a 48.8 percent interest in the common stock of
            CSV.   As a result, the  Company transferred its  cost basis in
            the  properties,  $807,800,  from   oil  and  gas  property  to
            investment status.   CSV  has had no  operations subsequent  to
            acquiring  the  properties,  accordingly,  the  Company  has no
            equity adjustment to its investment through July 31, 1995.


          NOTE E   NOTES RECEIVABLE

            Notes receivable at July 31, 1995 includes:

              Notes receivable, affiliate          $   56,391
              Note receivable, related party           42,223
                                                       98,614
              Less noncurrent portion                  90,268
              Current portion                      $    8,346

            Notes receivable,  affiliate    In September 1992,  the Company
            acquired a 20  percent equity interest  and a separate  revenue
            interest  in  Quantum  Soil  Remediation,  Inc.  (Quantum)   in
            exchange  for 250,000  shares  of the  Company's common  stock.
            Quantum  is  in  the   business  of  providing  remediation  of
            contaminated  soil  using  existing,   patented,  transportable
            equipment.   In addition to the 20 percent equity interest, the
            Company was to receive revenue interest payments of $15 per ton
            of soil  treated by Quantum,  up to a  total of  $350,000, with
            revenue interest payments recorded when received.  In addition,
            during  fiscal 1993,  the Company  advanced $50,000  to Quantum
            under  a noninterest  bearing promissory  note due  in November
            1992,  extended  during fiscal  1994,  with  payments to  begin
            January  1994.  During  fiscal 1994, the carrying  value of the
            Company's investments in Quantum were charged to expense. 

          Notes to Consolidated Financial Statements (Continued)


          NOTE E   NOTES RECEIVABLE (Continued)

            Notes receivable, affiliate (Continued)   In February 1995, the
            Company  and Quantum entered into  a new agreement covering the
            following documents:

              -  A  promissory note  in  the principal  amount  of $59,677,
                 payable  in  monthly   installments  of  $1,046  beginning
                 February 15, 1995  through January 15, 2001, with interest
                 at eight percent per annum;

             -   A  promissory note  in the  principal amount  of $145,251,
                 with  interest at  twelve  percent per  annum,  payable in
                 quarterly installments  equal to  $1 for each  ton of soil
                 treated by Quantum, with any remaining balance due January
                 31,   2005.    Due  to  the   contingent  nature  of  this

                                         F-16
<PAGE>






          CASPEN OIL, INC. AND SUBSIDIARIES

                 receivable,  the  note is  considered  fully  impaired and
                 revenue will be  recorded when received; and

             -  A revenue interest  agreement equal to $1 for each  ton of
                 soil treated by Quantum to  first be applied in payment of
                 the promissory  note described in  the preceding paragraph
                 and, after payment in full thereof,  until the Company has
                 received an  additional $115,000.   Due  to the contingent
                 nature of  this receivable, revenue  will be recorded when
                 received. 

            Note  receivable,  related  party     In  connection  with  the
            investment in  CSV described  at Note D,  the Company  advanced
            $42,223  to CSV under a promissory note dated December 1, 1994,
            with principal  and interest, at  six percent, due  December 1,
            1998. 


          NOTE F   DEBT

            On December 14, 1990,  the Company entered into an  amended and
            restated loan agreement with  its principal lender, Daiwa Bank,
            Ltd.  (Daiwa), formerly  Lloyd's  Bank plc,  and satisfied  all
            technical   deficiencies   as  they   existed   prior   to  the
            renegotiation.     Amounts  owed   under  this  agreement   are
            collateralized by  a significant  portion of the  Company's oil
            and gas properties.  At the request of Daiwa, the Company  sold
            property, which  was  mortgaged  to  Daiwa,  for  approximately
            $5,200,000.   From the proceeds of the sale, Daiwa received the
            total $5,200,000.  Daiwa applied $4,700,000 to the reduction of
            principal.   Simultaneously, the  Company executed  a  30-month
            extension note  in the amount of $2,000,000, with the guarantee
            by  Daiwa that, upon payment of $500,000 in June 1993, the note
            would be renewed or 

          Notes to Consolidated Financial Statements (Continued)


          NOTE F   DEBT (Continued)

             in June 1993 and therefore returned $500,000 from the December
            1990 sale of property to the Company. 

            In June 1993, after the Company paid interest for thirty months
            of approximately $425,000, Daiwa refused to accept the $500,000
            principal reduction payment offered  by the Company and refused
            to renew or restructure  the note claiming no  legal obligation
            to do  so and citing its  decision to divest itself  of oil and
            gas loans. 


                                         F-17
<PAGE>






          CASPEN OIL, INC. AND SUBSIDIARIES

            On  July 9,  1993, the  Company received  a demand  notice from
            Daiwa for $1,997,500 in  payment of the loan  balance remaining
            on the $15,000,000 Credit Revolver established by Daiwa in late
            1988.   The interest rate on  the revolving line of  credit was
            prime plus one percent.  On February 17, 1994, the Company sold
            certain oil  and gas  properties for  $300,000 the  proceeds of
            which  were  used  to  reduce   the  bank  debt  principal   to
            $1,697,500. 

            The Company has  attempted to  resolve the loan  dispute.   The
            Company expects one of two developments between the Company and
            Daiwa in fiscal year 1996:   (a) the Company and Daiwa reach an
            agreement  to  reduce  to  zero the  outstanding  loan  balance
            inclusive of  interest.   (However, there  can be no  assurance
            that Daiwa will agree to do  so, nor can there by any assurance
            that Daiwa  will not proceed  to foreclose on  the oil  and gas
            properties which  collateralize the  debt); or  (b)  litigation
            results in  which the  Company asserts lender  liability claims
            for  refusal to  renew  the credit  as  represented, and  Daiwa
            asserts claims for default interest and attorneys' fees.  Under
            the second alternative, the Company estimates legal fees in the
            range of $150,000 in fiscal years 1996-1997. 

            Generally accepted accounting principles require the Company to
            carry on its financial statements outstanding  debt to Daiwa of
            $1,597,500  as of  July 31, 1995,  plus interest  accrued using
            prime plus one percent  (9.75% at July 31, 1995),  of $310,500.
            However,  the  Company  believes  that Daiwa  will  reduce  the
            $1,908,000 balance to zero.   This action on Daiwa's  part will
            partially compensate the Company for damages created by Daiwa's
            breach of contract.

            During June  1994, the  Company entered  into an  agreement for
            $50,000, $20,000 of which has been paid through June 1995.  The
            remaining  balance is payable in  $10,000 installments annually
            through June 1998.















                                         F-18
<PAGE>




          CASPEN OIL, INC. AND SUBSIDIARIES

          Notes to Consolidated Financial Statements (Continued)


          NOTE G   SHAREHOLDERS' EQUITY

            The  Series   A  cumulative  convertible  preferred   stock  is
            convertible  into the  Company's  common stock  at the  rate of
            1.132  shares  of common  stock  for each  share  of cumulative
            convertible preferred  stock and is  redeemable at any  time at
            the option  of the Company  for $20  per share.   The Series  A
            preferred  shares earn dividends at the rate of $1.80 per share
            per  annum.  At  July 31, 1995, $9,165,977 of  dividends on the
            cumulative convertible  preferred stock ($15.29 per  share) are
            in  arrears.    The  liquidation  preference  on the  Series  A
            preferred shares, $21,155,977 at  July 31, 1995, is the  sum of
            dividends in  arrears  at July  31,  1995 and  the  liquidation
            preference of $20 per share for each Series A share outstanding
            at  July 31,  1995.   In  accordance  with the  Certificate  of
            Designation and Terms applicable  to preferred shares, Series A
            preferred shareholders  are granted voting rights  to elect two
            additional  directors in the event $2.70 per share of dividends
            are in arrears.

            The Company's  Series C  convertible preferred  stock dividends
            are  noncumulative; the  Series C  is junior  to the  Company's
            Series  A preferred stock  and is convertible at  the option of
            the  holder to  300,000 common  shares no  earlier  than August
            1997.




























                                         F-19
<PAGE>






          CASPEN OIL, INC. AND SUBSIDIARIES

          Notes to Consolidated Financial Statements (Continued)


          NOTE G   SHAREHOLDERS' EQUITY (Continued)

            The Company's  Series E  convertible preferred  stock dividends
            are  noncumulative; the  Series E  is junior  to the  Company's
            Series A and Series  C preferred stocks and was  convertible to
            common stock, at the  option of the holder, subject  to certain
            terms and conditions.  The terms and conditions were not met by
            the  prescribed  date, nullifying  the  convertibility  of  the
            Series E preferred shares. 

            During  fiscal years 1995 and  1994, the Company issued 100,000
            and 250,000  shares, respectively,  of common stock  to certain
            consultants  as   compensation   for  services   performed   in
            connection with  the acquisition  of certain investments.   The
            values  of  $1,000  and $125,000,  respectively,  attributed to
            these  services was  based on  the quoted  market price  of the
            Company's common stock at the stock issuance date.

            On January  31, 1995,  the Company executed  an agreement  with
            Consolidated  European Ventures  Limited  (CEV)  in  an  effort
            between the  two parties  to equitably  close out  the original
            merger agreement attempted during fiscal 1994.  The basic terms
            of the  agreement called for CEV  to return to the  Company the
            241,000 shares  of Series F  preferred stock which  were issued
            under the merger agreement dated  March 7, 1994.  The Series  F
            preferred  stock  was  subsequently  cancelled.    The  Company
            transferred  to CEV 60 percent of the common shares received by
            the Company  as  a result  of  the original  merger  agreement,
            retaining 40  percent in satisfaction of  certain advances made
            in  prior periods which  had been fully impaired  by charges to
            expense in fiscal 1994 and 1993. 

















                                         F-20
<PAGE>






          CASPEN OIL, INC. AND SUBSIDIARIES

          Notes to Consolidated Financial Statements (Continued)


          NOTE G   SHAREHOLDERS' EQUITY (Continued)

            Employee Stock  Plans   The  Company has a  qualified incentive
            stock option plan, as  defined in Section 422A of  the Internal
            Revenue Code, that reserved a total of 500,000 shares of common
            stock   for  issuance   thereunder  to  certain   officers  and
            employees.  The plan provides for options to (a) be  granted at
            an  exercise  price  equal  to the  fair  market  value of  the
            Company's  common stock on the date  of grant (110% of the fair
            market  value for  greater than  10% shareholders),  (b) become
            exercisable  at least six  months after the date  of grant, and
            (c) lapse no more than 10 years from the date of grant (5 years
            for  greater  than  10%  shareholders).   The  Company  granted
            100,000 options to  two of its  officers during 1994.   At July
            31, 1995, the outstanding options are exercisable as follows:
<TABLE>
<CAPTION>
                          Number of stock        Exercise      Expiration
                        options exercisable       price         date

                            <C>                   <C>          <C>  
                            100,000               .50          July 27, 2002
                            160,000               .48125       July 31, 1996
                             60,000               .4125        February  28, 1997
                             50,000               .375         February  28, 2002
                             50,000               .4375        August     1, 2001
                             80,000               .39          February  27, 2001
                             500,000
</TABLE>

            On  September 13, 1993, the Board of Directors adopted the 1993
            Omnibus  Employee Stock  Option Plan  (the "Plan")  whereby the
            Company reserved  250,000 shares of the  Company's common stock
            to be issued to officers, employees and consultants in the form
            of  stock  awards or  stock  options.   The Plan  was effective
            August 1, 1993.  During fiscal 1994, the Company issued 250,000
            shares of common  stock under  the Plan to  an unrelated  third
            party  consultant  as compensation  for  services performed  in
            providing opportunity assessments and due  diligence leading to
            possible acquisitions of private and/or public companies.





                                         F-21
<PAGE>






          CASPEN OIL, INC. AND SUBSIDIARIES

          Notes to Consolidated Financial Statements (Continued)


          NOTE H   CRUDE OIL AND GAS SALES

            The  Company's   only  significant  business   segment  is  the
            exploration for and acquisition and development  of oil and gas
            reserves.    Customers  accounting  for  10%  or  more  of  the
            Company's total crude oil and gas sales were:
                                             Percentage of total sales
                                                   1995      1994

                   Cambridge Production                        1610
                   Delhi Gas Pipeline                          11*
                   Border Resources                            1018
                   Koch Oil                           *        15

                   *Sales accounted  for less  than 10% of total  crude oil
          and gas sales.


          NOTE I   FEDERAL INCOME TAXES

            At  July 31, 1995, the Company had available net operating loss
            carryforwards  of  approximately  $10,000,000,   and  depletion
            carryforwards  of approximately  $4,500,000.   As  a result  of
            certain   transactions,   the   utilization  of   approximately
            $5,000,000 of the Company's net operating loss carryforwards is
            limited.  The net operating loss carryforwards, if unused, will
            expire  in  various  amounts   through  2010.    The  depletion
            carryforwards  may  be  carried  forward  indefinitely.   These
            carryforwards are subject to various limitations imposed by the
            rules and regulations of the Internal Revenue Service.

            As  of July 31, 1995 and 1994,  the tax effect on components of
            the net deferred tax asset are as follows:
<TABLE>
<CAPTION>
                                                                1995         1994   

                 <S>                                        <C>           <C>
                 Net operating loss carryforwards           $ 2,028,000   $2,180,000
                 Percentage depletion carryforward              949,000      900,000
                 Provision for loss on investments              324,020      334,120
                 Oil and gas properties                       2,052,615    2,072,346
                 Depletion of oil and gas properties         (2,068,362)  (2,338,168)
                                                              3,285,273    3,148,298
                 Valuation allowance                         (3,285,273)  (3,148,298)
                 Net deferred tax asset                     $         0   $        0
            Notes to Consolidated Financial Statements (Continued)
</TABLE>

          NOTE J   RELATED PARTY TRANSACTIONS AND COMMITMENTS

                                         F-22
<PAGE>




          CASPEN OIL, INC. AND SUBSIDIARIES

            Employment Agreement    Effective January 1,  1994, the Company
            renewed  an  employment agreement  with  its  president for  an
            initial term of 24 months at an annual salary of $144,000.  The
            employment  agreement also carries provisions  for an extension
            term  of an  additional  24  months  at  an  annual  salary  of
            $125,000.  Amounts paid pursuant to the contracts were $144,000
            for each of the two years ended July 31, 1995.

            Services and  Operations Agreement   Effective  March 31, 1994,
            Summit Overseas Exploration, Inc., a wholly-owned subsidiary of
            the Company,  entered into  a Service and  Operations Agreement
            (the Service Agreement)  with CUSA.   The initial  term of  the
            Service Agreement expired  on July 31, 1995, at  which time the
            Service  Agreement  automatically   renewed  for   up  to   two
            additional  one-year  terms.   Under the  terms of  the Service
            Agreement,  CUSA  is  to  provide  financial   and  operational
            management and general corporate legal services to the Company.
            CUSA also provides the personnel and office space necessary for
            the operations of the Company.  The Service Agreement with CUSA
            provides  for  the payment  to  CUSA of  actual costs  plus ten
            percent,  revised to  five percent  effective June,  1995, (the
            Costs).   In  the  event that  the  Costs exceed  the  computed
            average of the preceding three  months amount, the Company will
            not be  obligated to pay such  excess.  Any costs  in excess of
            the computed average of the preceding three months amount  will
            be borne  by CUSA.   During fiscal 1995  and 1994,  the Company
            made  payments to CUSA pursuant to the Service Agreement in the
            amount of  $385,718 and $194,289, respectively.   During fiscal
            1994, the  Company made payments to  Churchill Technology, Inc.
            pursuant  to  a  Management   and  Operations  Agreement   (the
            Management  Agreement)   in  the  amount  of   $315,000.    The
            Management  Agreement was terminated on March 31, 1994.   Total
            amounts paid  under the  agreements were $385,718  and $509,289
            for the years ended July 31, 1995 and 1994, respectively.

            CUSA  owns 100 percent of the outstanding common stock of Trans
            Energy, Inc., a principal shareholder  of the Company.   During
            fiscal 1995, the Company sold 207,694 Series A preferred shares
            held in treasury  to Trans  Energy, Inc. for  cash proceeds  of
            $207,694.  The offer  was made by the Company  initially to its
            largest   Series  A  preferred  shareholder,  MCorp  Management
            (MCorp);  however,   MCorp  declined  purchasing   the  shares.
            Dividends in arrears on these shares were $3,440,214 as of July
            31, 1995.













                                         F-23
<PAGE>






          CASPEN OIL, INC. AND SUBSIDIARIES

          Notes to Consolidated Financial Statements (Continued)


          NOTE K   SUPPLEMENTAL DATA TO CONSOLIDATED STATEMENTS OF CASH
          FLOWS

            During the years ended July 31, 1995 and 1994, the Company paid
            interest of $2,627 and $198, respectively.

            Noncash investing and financing activities were as follows:

              -  During the year ended July 31, 1994, the Company cancelled
                 30,935 shares of  common stock with an  assigned value  of
                 $15,469, which  had been set  aside for issuance under  an
                 employee stock plan that has been terminated, by crediting
                 paid-in capital. 

              -  During  the   year  ended  July   31,  1995,  the  Company
                 transferred its cost basis  of $807,800 in certain oil and
                 gas properties to Investment in CSV (Note D).

              -  During  the   year  ended  July   31,  1995,  the  Company
                 reacquired and cancelled 27  shares of common stock at  no
                 cost to the Company. 

              -  On  November 29,  1994,  the shareholders  of  the company
                 approved  a  proposal  to  reduce  the par  value  of  the
                 Company's common  stock from  $.50 per  share to  $.01 per
                 share. 

              -  During the year ended July 31, 1995, the Company cancelled
                 241,000  shares  of  Series  F  preferred  stock  with  an
                 assigned value of $241,000 (Note G).


          NOTE L   EMPLOYEE BENEFIT PLAN

            Effective August 1, 1993, the  Company adopted a profit sharing
            plan (the Plan), which is a defined contribution plan available
            for all employees who  work over 1,000 hours during  any fiscal
            year ending July 31.

            Within the terms of  the Plan, the Company may  contribute such
            amount  not  to exceed  the  lesser of  25% of  a participant's
            compensation or  $30,000.  An  employee vests according  to the
            Plan's vesting  schedule; however, an employee  is fully vested
            upon completing three years of service.

            The Company's  management determines the  Plan contribution  by
            year end and funds the contribution by or after the fiscal year
            end.  Management contributed  $16,100 and $43,000 for the years
            ended July 31, 1995 and 1994, respectively.


                                                                     F-24
<PAGE>