<PAGE>



                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                 For the quarterly period ended June 30, 1999


                       Commission File Number: 0-21241


                              ASPEN CAPITAL, INC.
        ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


          Nevada                                        84-1349555
----------------------------                ---------------------------------
(State of other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)


           5770 South Beech Court, Greenwood Village, Colorado 80121
          ----------------------------------------------------------
          (Address of principal executive offices including zip code)


                              (303) 221-7376
                        --------------------------
                        (Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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.

                            Yes X             No___

As of June 30, 1999, 1,250,000 shares of common stock, $.0001 par value per
share, were outstanding.

Transitional Small Business Disclosure Format (check one): Yes__    No X


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                                   INDEX

                                                                  PAGE
                                                                 NUMBER

Part I.  Financial Information

     Item I.  Financial Statements

              Balance Sheets as of June 30, 1999
              and December 31, 1998                                3

              Statement of Operations, Three Months
              Ended June 30, 1999 and June 30, 1998                4

              Statement of Operations, Six Months
              Ended June 30, 1999 and June 30, 1998                5

              Statement of Cash Flows, Three Months
              Ended June 30, 1999 and June 30, 1998                6

              Statement of Cash Flows, Six Months
              Ended June 30, 1999 and June 30, 1998                7

              Notes to Financial Statements                        8

     Item 2.  Management's Discussion and Analysis of
              Financial Conditions and Results of
              Operations                                           9

Part II.  Other Information                                       10
























                                     2
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                             ASPEN CAPITAL, INC.
                               BALANCE SHEETS
                                (Unaudited)

                                   ASSETS

                                               June 30     December 31
                                                 1999          1998
Current Assets
 Cash                                        $       410    $      462
                                             -----------    ----------
  Total Current Assets                               410           462

Organization costs, net of amortization              100           125
                                             -----------    ----------

  Total Assets                               $       510    $      587
                                             ===========    ==========


             LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
     Accounts payable                        $     2,631    $    1,537
     Advances payable, related parties             4,500         4,500
                                             -----------    ----------
  Total Current Liabilities                        7,131         6,037
                                             -----------    ----------

Stockholders' (Deficit):
     Preferred Stock, $.0001 par value,
          5,000,000 shares authorized
          none issued and outstanding                  -             -
     Common Stock, $.0001 par value,
          100,000,000 shares authorized
          1,250,000 shares issued and
          outstanding                                125           125
     Additional paid-in capital                   12,375        12,375
     Accumulated deficit                         (19,121)      (17,950)
                                             -----------    ----------
Total Stockholders' (Deficit)                     (6,621)       (5,450)
                                             -----------    ----------

Total Liabilities and
      Stockholders' (Deficit)                $       510    $      587
                                             ===========    ==========








The accompanying notes are an integral part of the financial statements.

                                    3
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                            ASPEN CAPITAL, INC.
                          STATEMENTS OF OPERATIONS
                                (Unaudited)

                                       Three Months        Three Months
                                          Ended               Ended
                                         June 30,            June 30,
                                           1999                1998

Revenues                                         -          $        -
                                       -----------          ----------

Operating Expenses:
     Professional fees                         424               2,518
     Other                                      39                  42
                                       -----------          ----------
       Total Operating Expenses                463               2,560
                                       -----------          ----------

Net Loss                               $      (463)         $   (2,560)
                                       ===========          ==========

Per Share                              $       nil          $      nil
                                       ===========          ==========

Weighted Average Number
 of Shares Outstanding                   1,250,000           1,250,000
                                       ===========          ==========


























The accompanying notes are an integral part of the financial statements.

                                   4
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                              ASPEN CAPITAL, INC.
                           STATEMENTS OF OPERATIONS
                                 (Unaudited)

                                  Six Months          Six Months
                                     Ended               Ended
                                    June 30,            June 30,
                                      1999                1998

Revenues                          $         -         $         -
                                  -----------         -----------

Operating Expenses:
     Professional fees                  1,094               4,001
     Other                                 77                  85
                                  -----------         -----------
       Total Operating Expenses         1,171               4,086
                                  -----------         -----------

Net Loss                          $    (1,171)        $    (4,086)
                                  ===========         ===========

Per Share                         $       nil         $       nil
                                  ===========         ===========

Weighted Average Number
 of Shares Outstanding              1,250,000           1,250,000
                                  ===========         ===========


























The accompanying notes are an integral part of the financial statements.

                                      5
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<PAGE>
                             ASPEN CAPITAL, INC.
                           STATEMENTS OF CASH FLOWS
                                 (Unaudited)

                                     Six Months          Six Months
                                        Ended              Ended
                                       June 30,           June 30,
                                         1999               1998

Cash Flows Operating Activities:
     Net (loss)                       $   (1,171)        $   (4,086)
     Amortization                             25                 25
     Increase in accounts payable          1,094              4,002
                                     -----------         ----------

  Net Cash (Used in) Operating
   Activities                                (52)               (59)
                                     -----------         ----------

Cash Flows from Investing
 Activities                                    -                  -
                                     -----------         ----------
Cash Flows from Financing
 Activities                                    -                  -
                                     -----------         ----------

(Decrease) in Cash                           (52)               (59)
                                     -----------         ----------

Cash, Beginning of Period                    462                 63
                                     ===========         ==========

Cash, End of Period                  $       410         $        4
                                     ===========         ==========

Interest Paid                        $         -         $        -
                                     ===========         ==========

Income Taxes Paid                    $         -         $        -
                                     ===========         ==========














The accompanying notes are an integral part of the financial statements.

                                    6
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                             ASPEN CAPITAL, INC.
                        NOTES TO FINANCIAL STATEMENTS
                          June 30, 1999 (Unaudited)

(1)  Condensed Financial Statements

The financial statements included herein have been prepared by Aspen Capital,
Inc. 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 December 31, 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 Aspen Capital, Inc. later in the year.

The management of Aspen Capital, Inc. 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.

(2)   Subsequent Event

The Company has signed a letter of intent whereby the Company will acquire
all of the issued and outstanding common stock of an entity from its
shareholders.
























                                      7
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                                   ITEM 2

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

Aspen Capital, Inc. (the "Company") was organized as a Colorado corporation on
June 14, 1996, in order to evaluate, structure and complete a merger with, or
acquisition of, prospects consisting of private companies, partnerships of
sole proprietorships.  The Company may seek to acquire a controlling interest
in such entities in contemplation of later completing an acquisition.  The
Company is not limited to any operation or geographic area in seeking out
opportunities.  Management has not identified any particular business or
industry within which the Company will seek an acquisition or merger.  The
Company has not conducted, nor have others made available to it, market
research supporting the viability of the Company's proposed operations.

The Company generated no revenues during the quarter ended June 30, 1999, and
management does not anticipate any revenues until following the conclusion of
a merger or acquisition, if any, as contemplated by the Company's business
plan.

The Company's capital is limited.  The Company anticipates operational costs
will be limited until such time as significant evaluation work is undertaken
regarding prospective mergers or acquisitions.

At June 30, 1999, the Company had no material commitments for capital
expenditures.






























                                      8
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                         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.












































                                      9
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                                 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.

                                   ASPEN CAPITAL, INC.



Date: July 26, 1999                 By:/s/ Timothy J. Brasel
                                       Timothy J. Brasel, President











































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