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, 1998                             
                        ----------------------------      
                        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, 1998, Registrant had 607,853 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, 1998
         and June 30, 1998                                 2

        Statement of Operations, Three Months Ended
         December 31, 1998 and December 31, 1997           3

        Statement of Operations, Six Months Ended
         December 31, 1998 and December 31, 1997           4

        Statement of Cash Flows, Three Months Ended
         December 31, 1998 and December 31, 1997           5

        Statement of Cash Flows, Six Months Ended
         December 31, 1998 and December 31, 1997           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

      Item 1. Financial Data Schedule                      10
                       
                            -1-
<PAGE>


                       ROCKY MOUNTAIN POWER CO.
                     AND CONSOLIDATED SUBSIDIARIES

                      CONSOLIDATED BALANCE SHEETS
                             (Unaudited)

                               ASSETS
                               ------ 
<TABLE>
<CAPTION>               
                                                 December 31,     June 30, 
                                                    1998            1998   
                                                 ------------   ------------
<S>                                            <C>           <C>
Current Assets:
  Cash                                          $     74,039   $    70,229 
  Certificates of purchase, real estate
   foreclosures                                       22,786       799,801 
  Real estate held for sale                          973,989             - 
  Mortgage notes receivable, current
   portion                                           308,500       301,574 
  Mortgage note receivable, related party            139,079       139,079 
  Deferred income taxes receivable, current            4,626         4,626 
  Other                                               26,090        26,685 
                                                   ---------     ---------
    Total Current Assets                           1,549,109     1,341,994 
  
Real estate, net of accumulated deprec-
 iation of $4,750 at December 31, 1998 and
 $4,000 at June 30, 1998                             235,567       244,317 
Transportation equipment, net of accumulated
 depreciation of $4,625 at December 31, 1998 
 and $3,125 and June 30, 1998                         10,375        11,875 
Equipment, net of accumulated depreciation of
 $511 at December 31, 1998 and $0 at June 30, 
   1998                                                    -             - 
Mortgage notes receivable, net of current 
 portion                                             724,833       814,010 
Other                                                 57,213        57,213 
                                                     -------      --------
TOTAL ASSETS                                     $ 2,577,097   $ 2,469,409 
                                                   =========     =========
     LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable and accrued expenses          $     5,332   $     6,931 
  Notes payable, current portion                     412,833       318,519 
  Income taxes payable                                19,700        39,531 
  Deferred taxes payable, current portion              1,678         1,621 
  Other                                               18,762        22,243 
                                                    --------      -------- 
   Total Current Liabilities                         458,305       388,845 

Deferred taxes payable, long term                     35,906        35,906 
Notes payable, net of current portion                 24,138        28,109 
                                                     -------       -------  
TOTAL LIABILITIES                                    518,349       452,860 
                                                     -------       -------
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, 607,853 shares issued
   and outstanding                                    30,393        30,393 
  Additional paid-in capital                       1,610,988     1,610,988 
  Retained earnings                                  417,367       375,168 
                                                   ---------     ---------
TOTAL STOCKHOLDERS' EQUITY                         2,058,748     2,016,549 
                                                   ---------     ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $ 2,577,097   $ 2,469,409 
                                                 ===========   ===========
</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,
                                                    1998          1997     
                                                ------------- --------------
<S>                                            <C>            <C>
Revenue:
  Rent income                                          5,250         7,620 
  Interest income                                     41,397        41,892 
  Management fee income                                    -        19,650 
  Gain on disposition of assets                        2,681             - 
  Other income                                             -             - 
                                                    --------       -------
                                                      49,328        69,162 
                                                    --------       -------
Operating Expenses:
  Depreciation                                         1,636         5,043 
  Interest                                               257        22,074 
  Rent                                                     -         7,279 
  Contract services                                    2,198        10,790 
  Auditing and accounting                              5,190         7,622 
  Property taxes                                       1,141           726 
  Other                                                  607         6,653 
                                                     -------       -------
                                                      11,029        60,187 
                                                     -------       -------
Net income before provision
 for income taxes                                     38,299         8,975 

Provision for income taxes                            13,194           920 
                                                     -------        ------     
Net income                                        $   25,105    $    8,055 
                                                    ========      ========
Per Share                                         $      .04    $      .01 
                                                     =======      ========
Weighted Average Shares Outstanding                  607,853       752,537 
                                                    ========      ========
</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,
                                                     1998          1997    
                                                ------------- --------------
<S>                                            <C>            <C>
Revenue:
  Rent income                                    $     9,460    $   20,888 
  Interest income                                     69,325        79,586 
  Inspection fee income                                    -        23,200 
  Gain on disposition of assets                        2,759             - 
  Other                                                6,400             - 
                                                    --------       -------
                                                      87,944       123,674 
                                                    --------      --------
Expenses:
  Depreciation                                         2,761         9,999 
  Interest                                               257        37,503 
  Rent                                                     -        13,661 
  Contract services                                    4,293        15,606 
  Audit and accounting                                 9,615        10,785 
  Property taxes                                       3,258         4,637 
  Other                                                3,071         9,696 
                                                    --------       -------    
                                                      23,255       101,887 
                                                    --------       -------
Net income before provision
 for income taxes                                     64,689        21,787 

Provision for income taxes                            22,490         4,357 
                                                     -------        ------     
Net income                                       $    42,199    $   17,430 
                                                     =======        ======
Per Share                                        $       .07    $      .02 
                                                     =======       =======
Weighted Average Shares Outstanding                  607,853       752,537 
                                                     =======       =======
</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,
                                                       1998         1997    
                                                 -------------- -------------
<S>                                           <C>              <C>
Cash Flows Operating Activities:
  Net income                                        $   25,105   $    8,055 
  Depreciation                                           1,636        5,043 
  (Decrease) in income taxes payable                    (5,652)      (5,660)
  (Decrease) in deferred income taxes payable                -       (4,607)
  (Decrease) in accounts payable and accrued
   expenses                                             (2,800)        (713)
  Common stock issued for services                           -        8,886 
  Other                                                   (779)      (3,496)
                                                      --------      -------
Net Cash Provided by Operating Activities               17,510        7,508 
                                                      --------       ------
Cash Flows from Investing Activities:
  (Investments) in certificates of purchase                  -     (879,064)
  Proceeds from redemptions of certificates
   of purchase                                         432,360      423,516 
  (Investment) in equipment                               (511)           - 
  Collection of notes receivable                        35,978        7,847 
  Other                                                 16,906        1,703 
                                                       -------       ------
Net Cash (Used in) Investing Activities                484,733     (445,998)
                                                       -------      -------
Cash Flows from Financing Activities:
  Proceeds from bank notes payable                      20,000            - 
  (Repayment of) bank notes payable                   (485,886)    (134,300)
  (Repayment of) mortgage notes payable                 (1,985)      (2,142)
  (Repayment of) loan from related party                     -     (150,000)
                                                       -------      -------
Net Cash Provided by (Used in) Financing 
 Activities                                           (467,871)    (286,442)
                                                       -------      -------
(Decrease) in Cash                                      34,372     (724,932)

Cash, Beginning of Period                               39,667    1,159,431 
                                                        ------    ---------  
Cash, End of Period                                 $   74,039      434,499 
                                                       =======     ========
Interest Paid                                       $   17,730   $   22,074 
                                                       =======      =======
Income Taxes Paid                                   $   18,321   $   11,187 
                                                       =======      =======
</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,
                                                       1998        1997    
                                                  ------------- ------------
<S>                                             <C>           <C>
Cash Flows Operating Activities:
  Net income                                      $     42,199  $   17,430 
  Depreciation                                           2,761       9,999 
  (Decrease) in income taxes payable                   (19,831)     (5,560)
  (Decrease) in deferred income taxes payable                -      (4,607)
  (Decrease) in accounts payable
   and accrued expenses                                 (1,599)    (12,504)
  Common stock issued for services                           -       8,886 
  Other                                                    652       5,231 
                                                       -------     -------
Net Cash Provided by Operating Activities               24,182      18,875 
                                                       -------     -------
Cash Flows from Investing Activities:
   (Investments) in certificates of purchase        (1,174,401) (1,592,656)
  Proceeds from redemptions of certificates of
   purchase                                            727,140   1,213,665 
  (Investment) in equipment                               (511)          - 
  Collection of notes receivable                        90,251      10,129 
  Other                                                 16,906      12,523 
                                                      --------     -------      
Net Cash Provided by (Used in) Investing 
 Activities                                           (340,615)   (356,339)
                                                      --------     -------
Cash Flows from Financing Activities:
  Proceeds from bank notes payable                     810,100           - 
  (Repayment) of bank notes payable                   (485,886)   (596,130)
  (Repayment of) mortgage notes payable                 (3,971)     (6,933)
  (Repayment of) loan from related party                     -    (150,000)
                                                       --------    -------
Net Cash Provided by (Used in) Financing 
 Activities                                            320,243    (753,063)
                                                       -------     -------
Increase (Decrease) in Cash                              3,810  (1,090,527)
                                                       -------   ---------
Cash, Beginning of Period                               70,229   1,159,431 
                                                       =======   =========
Cash, End of Period                                $    74,039      68,904 
                                                       =======   =========
Interest Paid                                      $    33,314  $   37,503 
                                                       =======    ========
Income Taxes Paid                                  $    42,321  $   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, 1998 
                          (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 
    Rocky Mountain Power Co. 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, 1998 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. (the "Company") was organized as a Colorado 
corporation on September 30, 1958.  The Company is principally in the real 
estate ownership and rental business.  The Company 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.

The following discussion of the financial condition and results of operations of
the Company relates to the three and six months ended December 31, 1998 and 
1997, and should be read in conjunction with the financial statements and 
notes thereto included elsewhere in this Report.  The Company has selected 
June 30 as its year end.

Results of Operations
---------------------
Revenue for the three and six month periods ended December 31, 1998 decreased
from the three and six month periods ended December 31, 1997 as follows:

                                        1997       1998       Decrease
                                     ---------   ---------    --------
Three Months Ended December 31,1998   $ 69,162    $ 49,328    $ 19,834

Six Months Ended December 31, 1998    $123,674    $ 87,944    $ 35,730

Revenue decreased principally due a change in the Company's business whereby 
it no longer does property inspections.  The revenue for property inspections
totaled $19,650 and $23,200 during the three and six month periods ended 
December 31, 1997.  The Company had no income from property inspections during 
the three and six month periods ended December 31, 1998.  Rent income during 
the six month period ended December 31, 1998 was $9,460 as compared to 
$20,888 during the six month period ended December 31, 1997, a decrease of 
$11,428 due to a decrease in rental real estate owned.

Expenses for the three and six month periods ended December 31, 1998 decreased
from the three and six month periods ended December 31, 1997 as follows:

                                       1997        1998        Decrease
                                    ----------  ----------    ----------
Three Months Ended December 31,1998  $ 60,187    $ 11,029      $ 49,158

Six Months Ended December 31, 1998   $101,887    $ 23,255      $ 78,632

Operating expenses decreased principally due to the following: 

The Company incurred rent expense on the ground lease cost of the
Racquetball/Health Club facility which totaled $7,279 and $13,661 during the
three and six month periods ended December, 31, 1997, respectively.  Since the
property was sold during June 1998 no ground lease expenses were incurred 
during the three and six month periods ended December 31, 1998.

Also, contract service expenses decreased from $10,790 to $2,198, a decrease 
of $8,592, when comparing the three month periods ended December 31, 1998 and
1997, due to the Company no longer performing property inspection services.  
Contract services also decreased from  $15,606 to $4,293, a decrease of 
$11,313, when comparing the six month periods ended December 31, 1998 and 
1997.
                               -8-

<PAGE>

Interest expenses were $22,074 and $37,503 during the three and six month 
periods ended December 31, 1997, as compared to interest expenses of $257 
during the three and six month periods ended December 31, 1998, resulting in 
decreases of $21,817 and $37,246, respectively.

Net income after provision for income taxes amounted to $25,105 during the 
three month period ended December 31, 1998 as compared to $8,055 during the 
three month period ended December 30, 1997, an increase of $17,050.

Net income after provision for income taxes amounted to $42,199 during the 
six month period ended December 31, 1998 as compared to $17,430 during the 
six month period ended December 31, 1997, an increase of $24,769.

Liquidity and Capital Resources
-------------------------------
Working capital was $953,149 at June 30, 1998 as compared to $1,090,804 at
December 31, 1998, and increase of $137,655. The Company's stockholders' 
equity was $2,016,549 at June 30, 1998 as compared to $2,058,748 at December 
31, 1998, an increase of $42,199, related to the net income of the Company 
for the six month period then ended.

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.

                    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.
         --------------------------------


                           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.
(Date)                      January 20, 1998
By(Signature)               /s/ Michael L. Schumacher
(Name and Title)            Michael L. Schumacher, Chief
                            Executive Officer and Principal
                            Accounting Officer


                                 -9-