<PAGE>                              

         FORM 10-QSB - Quarterly Report Under Section 13 or 15(d)
                  of the Securities Exchange Act of 1934

                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                FORM 10-QSB

[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the period ended         December 31, 1997                             
                             -----------------
                              or
[   ] Transition Report Pursuance to Section 13 or 15(d) of the Securities
Exchange act of 1934.
For the transition period from                   to                         

Commission File Number            0-22027                                  

                         ROCKY MOUNTAIN POWER CO.                          
           ----------------------------------------------------
          (Exact name of registrant as specified in its charter)

                Colorado                          84-0503585            
      ------------------------------            ---------------
     (State or other jurisdiction of           (I.R.S. Employer
      incorporation or organization            Identification No.)

  12835 E. Arapahoe Road, T-II, Ste. 110, Englewood, CO       80046       
  ---------------------------------------------------------------------
         (Address of principal executive offices)          (Zip Code)

                            (303) 792-2466                                  
            --------------------------------------------------
           (Registrant's telephone number, including area code)

                                                                            
     ---------------------------------------------------------------   
    (Former name, former address and former fiscal year, if changed
                            since last report.)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                          [ X ] Yes   [   ] No
 
       APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                     DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.

                          [   ] Yes   [   ] No

                   APPLICABLE ONLY TO CORPORATE ISSUERS:
     
As of December 31, 1997, Registrant had 752,537 shares of common stock, $.05
par value, outstanding.

<PAGE>

                              INDEX
 
                                                           Page
                                                          Number
                                                          ------
Part I.   Financial Information

     Item I.   Financial Statements
                    
               Balance Sheets as of December 31, 1997
                 and June 30, 1997                           2

               Statement of Operations, Three Months
                 Ended December 31, 1997 and 
                 December 31, 1996                           3

               Statement of Operations, Six Months
                 Ended December 31, 1997 and 
                 December 31, 1996                           4

               Statement of Cash Flows, Three Months
                 Ended December 31, 1997 and
                 December 31, 1996                           5

               Statement of Cash Flows, Six Months
                 Ended December 31, 1997 and
                 December 31, 1996                           6

               Notes to Financial Statements                 7

     Item 2.   Management's Discussion and Analysis of 
                 Financial Conditions and Results of 
                 Operations                                  8

Part II.  Other Information                                  9

<PAGE>

                       ROCKY MOUNTAIN POWER CO.
                     AND CONSOLIDATED SUBSIDIARIES

                      CONSOLIDATED BALANCE SHEETS
                                (Unaudited)
<TABLE>
<CAPTION>
                                    ASSETS
                                                 December 31,     June 30, 
                                                     1997           1997   
                                                 ------------   -----------
<S>                                             <C>           <C>
Current Assets:
  Cash                                           $    68,904   $ 1,159,431
  Certificates of purchase, real estate
   foreclosures                                      945,568       566,577 
  Mortgage notes receivable, current
   portion                                            58,840        59,655 
  Deferred income taxes receivable,
   current                                             5,903         5,773 
  Other                                               34,779        41,140 
                                                   ---------     ---------
    Total Current Assets                           1,113,994     1,832,576 
                   
Real estate, net of accumulated deprec-
 iation of $21,131 at December 31, 1997 and
 $14,267 at June 30, 1997                            778,925       824,930 
Transportation equipment, net of accumulated 
 depreciation of $1,625 at December 31, 1997
 and $125 at June 30, 1997                            13,375        14,875 
Mortgage notes receivable, net of
 current portion                                     938,083     1,504,322 
Other                                                 81,827        80,827 
                                                 -----------   -----------
TOTAL ASSETS                                     $ 2,926,204   $ 4,257,530 
                                                 ===========   ===========
<CAPTION>  
                     LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                             <C>           <C>
Current Liabilities:
  Accounts payable and accrued expenses          $     8,320   $     8,301 
  Notes payable, current portion                     403,870     1,018,758 
  Note payable, related party                              -       150,000 
  Income taxes payable                                10,600        16,160 
  Deferred taxes payable, current portion             22,500        21,927 
  Accrued expenses and other                               -        12,523 
                                                     -------     ---------
    Total Current Liabilities                        445,290     1,227,669 

Deferred taxes payable, long term                     36,642        41,822 
Notes payable, net of current portion                 40,580       610,663 
                                                     -------       -------  
TOTAL LIABILITIES                                    522,512     1,880,154 
                                                     -------     ---------
Stockholders' Equity:
  Preferred stock, $25.00 par value, 200,000
   shares authorized, none issued & outstanding            -             - 
  Common stock, $.05 par value, 100,000,000
   shares authorized, 752,537 shares issued
   and outstanding at December 31, 1997 and
   749,742 shares at June 30, 1997                    37,627        37,487 
  Additional paid-in capital                       2,073,980     2,065,234 
  Retained earnings                                  292,085       274,655 
                                                   ---------     ---------
TOTAL STOCKHOLDERS' EQUITY                         2,403,692     2,377,376 
                                                   ---------     ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $ 2,926,204   $ 4,257,530 
                                                 ===========   ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
                                   2
<PAGE>

                           ROCKY MOUNTAIN POWER CO.
                        AND CONSOLIDATED SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF INCOME
                                (Unaudited)


<TABLE>
<CAPTION>
                                                    Three Months Ended    
                                                 December 31,    December 31,
                                                     1997           1996    
                                                 ------------    ------------
<S>                                             <C>            <C>
Revenue:
  Rent income                                    $    13,268    $   23,631 
  Interest income                                     37,694        22,392 
  Inspection fee income                                3,550             - 
                                                      ------        ------
                                                      54,512        46,023 
                                                      ------        ------
Expenses:
  Depreciation                                         4,956         3,694 
  Interest                                            15,429        16,867 
  Rent                                                 6,382         2,426 
  Contract services                                    4,816             - 
  Audit and accounting                                 3,163         5,217 
  Other                                                6,954        10,565 
                                                      ------        ------
                                                      41,700        38,769 
                                                      ------        ------
Net income before provision
 for income taxes                                     12,812         7,254 

Provision for income taxes                             3,437         1,451 
                                                      ------         -----  
Net income                                        $    9,375    $    5,803 
                                                  ==========    ==========
Per Share                                         $      .01    $      .01 
                                                  ==========    ==========
Weighted Average Shares Outstanding                  752,537       700,000 
                                                  ==========    ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
                                   3
<PAGE>

                           ROCKY MOUNTAIN POWER CO.
                        AND CONSOLIDATED SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF INCOME
                                (Unaudited)

<TABLE>
<CAPTION>

                                                     Six Months Ended    
                                                 December 31,   December 31,
                                                      1997          1996    
                                                 ------------   ------------
<S>                                             <C>            <C>
Revenue:
  Rent income                                    $    20,888    $   55,601 
  Interest income                                     79,586        60,364 
  Inspection fee income                               23,200             - 
                                                     -------       -------
                                                     123,674       115,965 
                                                     -------       -------
Expenses:
  Depreciation                                         9,999         7,388 
  Interest                                            37,503        31,739 
  Rent                                                13,661         2,426 
  Contract services                                   15,606             - 
  Audit and accounting                                10,785         5,217 
  Other                                               14,333        20,423 
                                                     -------        ------
                                                     101,887        67,193 
                                                     -------        ------
Net income before provision
 for income taxes                                     21,787        48,772 

Provision for income taxes                             4,357        10,586 
                                                      ------        ------  
Net income                                       $    17,430    $   38,186 
                                                 ===========    ==========
Per Share                                        $       .02    $      .06 
                                                 ===========    ==========
Weighted Average Shares Outstanding                  752,537       700,000 
                                                 ===========    ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
                                   4
<PAGE>

                          ROCKY MOUNTAIN POWER CO.
                       AND CONSOLIDATED SUBSIDIARIES
   
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)
     
<TABLE>                                                                       
<CAPTION>                                                                    
                                                     Three Months Ended    
                                                   December 31,  December 31,
                                                       1997          1996    
                                                   ------------  ------------
<S>                                              <C>           <C>
Cash Flows Operating Activities:
  Net income                                      $      9,375  $    5,803 
  Depreciation                                           4,956       3,694 
  Increase in income taxes payable                         100      59,135 
  Increase (decrease) in accounts payable
   and accrued expenses                                (11,791)     13,444 
  Other                                                  8,727           - 
                                                        ------      ------
Net Cash Provided by Operating Activities               11,367      82,076 
                                                        ------      ------
Cash Flows from Investing Activities:
  (Investments) in certificates of purchase           (713,592)   (238,473) 
Proceeds from redemptions of certificates of 
   purchase                                            790,149     139,950 
  Collection of notes receivable                         2,282     138,275 
  Other                                                 10,820           - 
                                                       -------     -------
Net Cash Provided by (Used in) Investing Activities     89,659      39,752 
                                                       -------     -------
Cash Flows from Financing Activities:
  (Repayment) of bank notes payable                   (461,830)          - 
  (Repayment of) mortgage notes payable                 (4,791)     (4,201)
  (Repayment of) loan from related party                     -    (120,950)
  Loan from related party                                    -      50,000 
                                                       -------     --------
Net Cash Provided by (Used in) Financing Activities   (466,621)    (75,151)
                                                      ---------    --------
Increase (Decrease) in Cash                           (365,595)     46,677 

Cash, Beginning of Period                              434,499     139,155 
                                                       -------     -------  
Cash, End of Period                                $    68,904     185,832 
                                                   ===========  ==========
Interest Paid                                      $    15,429  $   16,867 
                                                   ===========  ==========
Income Taxes Paid                                  $     3,337  $        - 
                                                   ===========  ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.       
                                   5
<PAGE>
                          ROCKY MOUNTAIN POWER CO.
                       AND CONSOLIDATED SUBSIDIARIES
   
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)
     
<TABLE>                                                                   
<CAPTION>                                                                    
                                                       Six Months Ended      
                                                   December 31,  December 31,
                                                       1997         1996    
                                                   ------------  ------------
<S>                                              <C>           <C>
Cash Flows Operating Activities:
  Net income                                      $     17,430  $   38,186 
  Depreciation                                           9,999       7,388 
  Increase (decrease) in income taxes payable           (5,560)     59,135 
  (Decrease) in deferred income taxes payable           (4,607)          - 
  Increase (decrease) in accounts payable
   and accrued expenses                                (12,504)     13,444 
  Common stock issued for services                       8,886           - 
  Other                                                  5,231           - 
                                                       --------    -------
Net Cash Provided by Operating Activities               18,875     118,153 
                                                       --------    -------
Cash Flows from Investing Activities:
  (Investments) in certificates of purchase         (1,592,656)   (467,285) 
Proceeds from redemptions of certificates of 
   purchase                                          1,213,665     228,812 
  (Investment) in property                                   -     (60,140)
  Collection of notes receivable                        10,129     301,996 
  Other                                                 12,523       2,000 
                                                     ---------     -------
Net Cash Provided by (Used in) Investing Activities   (356,339)      5,383 
                                                     ----------    -------
Cash Flows from Financing Activities:
  Common stock issued for cash                               -       4,000 
  (Repayment) of bank notes payable                   (596,130)     (4,201)
  (Repayment of) mortgage notes payable                 (6,933)     (6,733)
  (Repayment of) loan from related party              (150,000)   (120,950)
  Loan from related party                                    -     170,950 
                                                       --------   ---------
Net Cash Provided by (Used in) Financing Activities   (753,063)     43,066 
                                                      ---------   ---------
Increase (Decrease) in Cash                         (1,090,527)    166,602 

Cash, Beginning of Period                            1,159,431      19,230 
                                                     ---------     -------  
Cash, End of Period                                $    68,904     185,832 
                                                   ===========  ==========
Interest Paid                                      $    37,503  $   31,739 
                                                   ===========  ==========
Income Taxes Paid                                  $    14,524  $        - 
                                                   ===========  ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.
                                   6
<PAGE>

                       ROCKY MOUNTAIN POWER CO.
                    AND CONSOLIDATED SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          December 31, 1997 
                             (Unaudited)
                                   

(1) Condensed Financial Statements
    ------------------------------
    The financial statements included herein have been prepared by Rocky
    Mountain Power Co. without audit, pursuant to the rules and regulations
    of the Securities and Exchange Commission.  Certain information and
    footnote disclosures normally included in the financial statements
    prepared in accordance with generally accepted accounting principles have
    been condensed or omitted as allowed by such rules and regulations, and
    Aspen Capital, Inc. believes that the disclosures are adequate to make
    the information presented not misleading.  It is suggested that these
    financial statements be read in conjunction with the June 30, 1997
    audited financial statements and the accompanying notes thereto.  While
    management believes the procedures followed in preparing these financial
    statements are reasonable, the accuracy of the amounts are in some
    respect's dependent upon the facts that will exist, and procedures that
    will be accomplished by Rocky Mountain Power Co. later in the year.

    The management of Rocky Mountain Power Co. believes that the accompanying
    unaudited condensed financial statements contain all adjustments
    (including normal recurring adjustments) necessary to present fairly the
    operations and cash flows for the periods presented.
















                                   7
<PAGE>
                                    ITEM 2

              MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS


Rocky Mountain Power Co. (RMPC) was organized as a Colorado corporation on
September 30, 1958.  Prime Rate Income & Dividend Enterprises, Inc. (PRIDE),
is a wholly-owned subsidiary of RMPC.  PRIDE is the operating company and RMPC
is principally a holding company.  PRIDE is principally in the real estate
ownership and rental business.  PRIDE also invests in mortgage notes
receivable and certificates of purchase related to real estate foreclosures. 
Certain statements in the Report are forward-looking.  Actual results of
future events could differ materially.


Results of Operations
---------------------
Revenue for the three month period ended December 31, 1997 increased from
$46,023 during the three month period ended December 31, 1996 as compared to
$54,512 during the three month period ended December 31, 1997, an increase of
$8,489.

While the total revenue remained relatively constant, the source of the income
changed.  Rent income decreased $10,363 due to the sale of a significant
portion of the Company's real estate.  Interest income increased by $15,302
principally due to increase interest from certificates of purchase and
mortgage notes receivable.  As of December 31, 1997 approximately $45,100 of
past due rent was receivable related to a racquetball health club facility
located in Orange County, California, but due to the inability to determine
the collectibility of this balance, this revenue has not been included in the
financial statements.  Property inspection service fee income relates to fees
for inspecting properties during the period that the Company owns the
certificates of purchase during the foreclosure redemption period.  The
property inspection service revenue amounted to $3,550 during the period ended
December 31, 1997.  The Company did not provide any property inspection
services during the three month period ended December 31, 1996.

Operating expenses were $38,769 during the three month period ended December
31, 1996 as compared to $41,700 during the three month period ended December
31, 1997, an increase of $2,931.

Contract services were $4,816 during the three month period ended December 31,
1997 which principally related to the Company's inspection services on
foreclosure properties during the redemption period.  No such contract
services were incurred during the three month period ended December 31, 1996. 
Rent expense amounted to $6,382 during the three month period ended December
31, 1997 and related to the ground lease on the racquetball health club
facility.  The Company owns the building through a long-term ground lease with
approximately 35 years remaining on the lease.  Since the Company owned this
facility for only one month during the three month period ended December 31,
1996, only $2,426 rent expense was incurred during that period. 

Net income after provision for income taxes amounted to $9,375 during the
three month period ended December 31, 1997 as compared to $5,803 during the
three month period ended December 31, 1996, an increase of $3,572.

                                   8
<PAGE>
The inability to collect the rent from the tenant of the racquetball/health
club facility and the related depreciation and ground rent for the property
during the three month period ended December 31, 1997 resulted in reduction in
net income before taxes of approximately $29,000.  Subsequent to December 31,
1997 the company collected $4,000 and received a promissory note for
approximately $41,000 from the tenant for past due rent.  The note is
collateralized by the health club equipment and bears interest at 6% per
annum, with scheduled payments commencing in January 1998.  Due to the
uncertainty of the ability to collect this note, an allowance for doubtful
accounts has been provided for the entire balance.  The amount, if any, of
future collections on this note will be recorded as income as collected.

Liquidity and Capital Resources
-------------------------------
Current assets decreased from $1,565,877 at September 30, 1997 to $1,113,994
at December 31, 1997, a decrease of $451,883.  Current liabilities decreased
from $918,811 at September 30, 1997 to $445,290 at December 31, 1997, a
decrease of $473,521.  The decrease in current assets and current liabilities
was principally the result of repayment of short term notes payable. 

Working capital was $668,704 at December 31, 1997 as compared to $647,066 at
September 30, 1997, an increase of $21,638.  The Company's stockholders'
equity was $2,403,692 at December 31, 1997 as compared to $2,394,316 at
September 30, 1997, an increase of $9,376.  The increase in stockholders'
equity was the result of the Company's net income during the three month
period ended December 31, 1997.

The Company has made no commitments that would require any material increase
in capital resources.  The Company's financial condition has not been affected
by the modest inflation of the recent past.  The Company believes that future
inflation, if any, would not materially affect the results of operations,
other than interest rates on the line of credit which are based on a floating
rate over prime would be higher.  Also the values and rental rates on the
Company's real estate could be affected by future inflation, in any.
          














                                   9
<PAGE>
                          PART II. OTHER INFORMATION



Item 1.   Legal Proceedings

     None.

Item 2.   Changes in Securities

     None.

Item 3.   Defaults upon Senior Securities

     None.

Item 4.   Submission of Matters to a Vote of Security Holders

     None.

Item 5.   Other Information

     None.

Item 6.   Exhibits and Reports on Form 8-K

     None.


















                                   10
<PAGE>
                               SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



(Registrant)                              ROCKY MOUNTAIN POWER CO.

BY(Signature)                             /s/Michael Schumaker
(Date)                                    February 10, 1998
(Name and Title)                          Michael Schumaker
                                          Chief Executive Officer and
                                          Chief Financial Officer