ASPEN EXPLORATION CORP
10QSB, 1996-05-14
MINERAL ROYALTY TRADERS
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                    U. S. SECURITIES AND EXCHANGE COMMISSION

                              Washington D.C. 20549


                                  FORM 10-Q-SB

(MARK ONE)

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996

[ ] TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO_______


Commission File Number 0-9494



                        ASPEN EXPLORATION CORPORATION
- --------------------------------------------------------------------------------
                        



         Delaware                                          84-0811316
- -------------------------------                          -------------
(State or other jurisdiction of                          (IRS Employer
 incorporation or organization)                           I.D. Number)


            2050 S. Oneida Street, Suite 208, Denver, Colorado, 80224
- --------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (303) 639-9860
- --------------------------------------------------------------------------------


             7925 E. Harvard Ave., Suite A, Denver, Colorado, 80231
- --------------------------------------------------------------------------------
                      (Former Address of Executive Offices)

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

Indicate the number of shares  outstanding  of each of the  Issuer's  classes of
common stock as of the latest practicable date.

     Class                                Outstanding at May 1, 1996
- ----------------                          --------------------------
Common stock,                                   4,321,322
$.005 par value                                 

                                        1

<PAGE>



Part One.  FINANCIAL INFORMATION
         Item 1.  Financial Statements

                 ASPEN EXPLORATION CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                                     March 31,      June 30,
                                                      1996            1995
                                                   -----------     ---------
                                                   (Unaudited)     (Audited)
    
Assets
- ------
Current assets:
  Cash and equivalents .....................       $   38,481      $  116,891
  Precious metals ..........................          358,541         718,388
  Accounts receivable ......................           73,360          30,997
  Prepaid expenses and other ...............            6,209           4,651
                                                   ----------      ---------- 
    
    Total current assets ...................          476,591         870,927
                                                   ----------      ----------

Investment in oil and gas properties, 
  at cost (full cost method of
  accounting) Note 5 .......................        1,405,658       1,031,693
  
  Less accumulated depreciation,  depletion,
    amortization and valuation allowance ...         (803,695)       (760,874)
                                                   ----------      ----------
    Net oil and gas properties .............          601,963         270,819
                                                   ----------      ----------
Property and equipment, at cost:
  Furniture, fixtures and vehicles .........          136,751         135,147
  Less accumulated depreciation and
    amortization ...........................          (91,934)       (104,348)
                                                   ----------      ----------
    Net property and equipment .............           44,817          30,799
                                                   ----------      ----------
Undeveloped mining properties, at cost
  less reserve for
  impairment of $193,495 ...................           18,987          11,633
                                                   ----------      ----------
Organization cost - Aspen Recursos de 
  Mexico (Note 4) ..........................           25,361          29,187
                                                   ----------      ---------- 

Cash Surrender Value, life insurance .......          171,878         129,627
                                                   ----------      ----------
    TOTAL ASSETS ...........................       $1,339,597      $1,342,992
                                                   ==========      ==========

                             (Statement Continues)

                 See notes to Consolidated Financial Statements
                                        

                                       2

<PAGE>


                 ASPEN EXPLORATION CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Continued)

                                                     March 31,      June 30,
                                                      1996            1995
                                                   -----------     ---------
                                                   (Unaudited)     (Audited)  
    
Liabilities and Stockholders' Equity
- ------------------------------------
Current liabilities:
  Accounts payable & accrued expenses .......       $   59,940    $   88,121
  Advances from joint owners ................          117,258           -0-
  Severance taxes payable (Note 6) ..........           21,553        83,419
  Due to related parties ....................            5,216         9,207
                                                    ----------    ----------
Total liabilities ...........................          203,967       180,747
                                                    ----------    ----------
Stockholders' equity:
  Common stock, $.005 par value:
     Authorized: 50,000,000 shares             
     Issued: At March 31, 1996:
       4,424,922 and 4,297,922 at June
       30, 1995 ............................            21,489        21,489
     Outstanding: At March 31, 1996
       4,321,322 and 4,194,322 at June
       30, 1995 ............................

   Capital in excess of par value ..........         5,640,323     5,640,323
   Accumulated deficit .....................        (4,479,428)   (4,452,813)
                                                    ----------    ---------- 
                                                     1,182,384     1,208,999
   Less common stock in treasury,
     at cost:  103,600 shares ..............           (46,754)      (46,754)
                                                    ----------    ----------
   Total stockholders' equity ..............         1,135,630     1,162,245
                                                     ---------     ---------


Total liabilities and stockholders'
  equity. ..................................        $1,339,597    $1,342,992
                                                    ==========    ==========


                     The accompanying notes are an integral
                            part of these statements.

                                        3

<PAGE>

<TABLE>
<CAPTION>


                             ASPEN EXPLORATION CORPORATION AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENTS OF OPERATIONS
                                             (Unaudited)

                                           Three Months Ended               Nine Months Ended
                                                March 31,                       March 31,
                                           ------------------               -----------------
                                           1996           1995             1996            1995
                                           ----           ----             ----            ----
<S>                                      <C>             <C>             <C>             <C>   
Revenues:
- ---------
  Oil and gas .....................     $  47,749       $  78,507       $ 243,026       $ 260,740
  Mineral .........................           -0-         252,120         246,589         753,769
  Alaska mining tax
    exemption (Note 6) ............           -0-             -0-          45,000             -0- 
  Interest and other, net .........        (1,232)            541           4,213           1,146
                                        ---------       ---------       ---------       ---------
Total Revenues ....................        46,517         331,168         538,828       1,015,655 
                                        ---------       ---------       ---------       --------- 
Costs and expenses:
- -------------------
  Oil & gas production ............        18,905          59,876          39,790         206,247
  Loss on sale of
   precious metals ................         6,519             -0-          52,835             -0-
  Depreciation, depletion
   and amortization ...............        23,109           8,000          55,588          52,000
  Mineral Severance tax ...........           -0-          45,000             -0-          45,000
  Selling, general and
   administrative .................       141,407         135,576         417,230         448,373
                                        ---------       ---------       ---------       ---------

Total Costs & Expenses ............       189,940         248,452         565,443         751,620
                                        ---------        --------       ---------       --------- 
NET INCOME (LOSS) .................     $(143,423)      $  82,716       $ (26,615)      $ 264,035
                                        =========       =========       =========       =========

Net Income per share ..............     $    (.03)      $     .02       $    (.01)      $     .06
                                        =========       =========       =========       =========

Weighted average number of
 common shares outstanding ........     4,321,322       4,194,274       4,258,917       4,194,322
                                        =========       =========       =========       =========

                     

                                  The accompanying notes are an integral
                                        part of these statements.

                                                   4


</TABLE>

<PAGE>



                 ASPEN EXPLORATION CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

                                              Nine months ended       March 31,
                                                    1996                1995
                                              -----------------      ---------

Cash flows from operating activities:

Net income (Loss) ........................      $  (26,615)          $  264,035

Adjustments to reconcile net 
  income to net cash provided
  by  operating activities:

Proceeds from sale of precious metals ....         553,601              496,367
Depreciation, depletion & amortization ...          55,588               63,799
Loss on sale of precious metals                     52,835               27,423
Receipt of precious metals ...............        (246,589)            (781,422)
Decrease in accounts receivable ..........         (42,363)              26,526
Increase in prepaid expenses .............          (1,558)              (3,936)
Increase (Decrease) in accounts payable
  and accrued expenses ...................          27,211               (7,048)
Abandonment of mining properties .........             -0-               10,835
Increase (Decrease) in payable to
  related parties ........................          (3,991)                (697)
Sale of company vehicles .................             -0-                5,700
                                                 ---------            ---------

Net cash provided by operating
  activities .............................         368,119              101,582
                                                 ---------            ---------



                              (Statement Continues)


                                        5

<PAGE>



                 ASPEN EXPLORATION CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

                                   (Continued)

                                               Nine months ended       March 31,
                                                    1996                1995
                                              -----------------      ---------

Cash flows from investing activities:

Sale of oil and gas properties ............            -0-               9,000

Additions to undeveloped mining
  properties ..............................         (7,354)                -0-

Purchase of oil & gas properties ..........       (373,965)               (322)

Investment in foreign subsidiaries       
 "Aspen Recursos de Mexico" ...............           (649)            (24,185)

Additions to office equipment and
  vehicles ................................        (22,310)               (114)

Additions to cash surrender value .........        (42,251)            (39,955)
                                                 ---------           ---------

Net cash used in investing activities .....       (446,529)            (55,576)
                                                 ---------           ---------
Net (decrease) increase in cash ...........        (78,410)             46,006
                                                 ---------           ---------
Cash and cash equivalents, 
   at beginning of period .................        116,891              46,042
                                                 ---------           ---------
Cash and cash equivalents, at end of
   period .................................      $  38,481           $  92,048
                                                 =========           =========




                     The accompanying notes are an integral
                            part of these statements.

                                        6

<PAGE>


                 ASPEN EXPLORATION CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
                                   (Unaudited)

                                 March 31, 1996

Note 1 - Basis of Presentation

The accompanying unaudited, consolidated financial statements have been prepared
in  accordance  with Item 310 of  Regulation  S-B and do not  include all of the
information and footnotes required by generally accepted  accounting  principles
for complete consolidated  financial  statements.  In the opinion of management,
all  adjustments   (consisting  of  normal  recurring  adjustments)   considered
necessary for a fair presentation have been included.  Operating results for the
nine months ended March 31, 1996 are not  necessarily  indicative of the results
that may be expected for the fiscal year ending June 30, 1996.  These statements
should be read in conjunction  with the  consolidated  financial  statements and
notes thereto  included in Form 10-K-SB for the fiscal year ended June 30, 1995,
which is available without cost from Aspen Exploration Corporation upon request.


Note 2 - Net Income (Loss) per Common Share

Net income  (loss) per common share is based on the weighted  average  number of
shares of common stock outstanding during the period.


Note 3 - Income Taxes

The  Company  adopted  Statement  of  Financial  Accounting  Standards  No. 109,
"Accounting  for  Income  Taxes",  as of July 1,  1993.  There  was no  material
cumulative  effect of this change in  accounting  for income taxes as of July 1,
1993. At March 31, 1996 the Company had Net Operating Loss ("NOL") carry-forward
for tax  purposes of  approximately  $4,901,953  (expiring  in the years 1996 to
2009). In addition,  the Company had tax credit carry- forward of  approximately
$36,000 (expiring in the years 1996 to 2001).

Deferred tax assets (liabilities) at March 31, 1996 are as follows:

Gross Deferred Tax Assets:

  Net operating loss carry-forward..                      $1,666,664
  Valuation allowance for deferred
     tax assets.....................                      (1,666,664)
                                                          ---------- 
     Net Deferred Tax Asset ........                             -0-
                                                          ----------


                                        7

<PAGE>


Note 3 - Income Taxes  (Continued)

Gross Deferred Tax Liabilities:

  Depreciation and other property,
    plant and equipment basis
    differences.....................                         -0-
                                                         ----------

Net Deferred Tax Asset (Liabilities)                    $    -0-
                                                         ==========


Deferred  income  taxes are recorded to reflect the tax  consequences  on future
years of differences  between the tax basis of assets and  liabilities and their
financial  reporting  amounts at each year end.  Deferred  income tax assets are
recorded to reflect the tax  consequences  on future  years of income tax carry-
forward benefits,  reduced by benefit amounts not expected to be realized by the
Company.


Note 4 - Organization Costs

During the first  quarter,  ended  September  30,  1994,  the  Company  formed a
subsidiary  (Aspen  Recursos de Mexico,  S.A. de C.V.) which is  qualified to do
business  in Mexico,  so that the Company  can pursue  management's  decision to
investigate  and acquire  interests in mineral  prospects in Mexico.  During the
quarter ended  September 30, 1995,  the Company  began  amortizing  its costs to
organize its subsidiary  and will continue to do so over the next 60 months.  As
of March  31,  1996,  the  subsidiary  was  pursuing  but had not  acquired  any
properties in Mexico.


Note 5 - Oil and Gas Properties

The  North  Strand  #1 well  located  in Kern  County,  California  was  spudded
(drilling  commenced) on August 15, 1995. The total depth of 10,000' was reached
on August 24, 1995.  While  drilling was under way, the mud log recorded oil and
gas  shows  from  two   intervals   located  at  depths  below  the  surface  of
approximately  9175' and 9700'.  These shows were confirmed by electric logs and
sidewall cores.

Completion  operations  commenced on the North  Strand #1 well on September  24,
1995. The lower Stevens interval was perforated from 9706' to 9715'. The Company
elected to pump test this well to further  evaluate its potential as an economic
producing  oil well.  The well was pump tested from the lower  Stevens  interval
only  (9706' to 9715')  since  this zone had a more  favorable  oil cut than the
upper zone.  During 31 days of production  which  commenced on December 23, 1995
and ended on January 26,  1996 (with 4 days of down time due to a pump  change),
the well  produced  303  barrels of oil and 5,945  barrels of water.  This is an
average of 10 BOPD and 192 BWPD (5% oil cut)  which is an  uneconomic  rate.  On
April 22, 1996 the well was plugged and abandoned.

                                       8

<PAGE>

Note 5 - Oil and Gas Properties (Continued)

The  Company has a 10% working  interest  in the well and an  estimated  capital
investment at March 31, 1996 of approximately $137,000.

The Grey Wolf #1 well located in Kern County,  California was spudded  (drilling
commenced) on October 10, 1995.  The total depth of 4200' was reached on October
20, 1995.  The mud log recorded  gas shows while  drilling  from 3698' to 3708',
3715' to 3717',  3970' to 3973',  and 4096' to 4098'.  A full suite of  electric
logs was run from  450' to 4200'.  After  careful  analysis  of the mud logs and
electric  logs,  production  casing  was  cemented  in the hole and the well was
perforated from 3698' to 3708' and 3714' to 3717'.

The well was flow  tested on a 1/4"  positive  choke  for a 10 day  period in an
effort to determine if the stabilized  production rate was sufficient to justify
the expense of surface and pipeline  facilities.  At the end of the flow period,
the well was producing  approximately  300 MCFPD of high quality (1054 BTU) gas.
The well was  then  shut in for a  pressure  build up to  determine  if the post
production  shut-in  pressure  would return to the initial  shut-in  pressure of
1400#. The current pressure in the well is 1160# and still slowly increasing.

The  Company  has an 18%  working  interest  in the well and an  actual  capital
investment at March 31, 1996 of approximately $108,000. The Company may spend an
additional  $10,000  depending on whether the well is completed as a producer or
plugged and abandoned.  Negotiations  are under way to sell some of the gas from
this  well to  nearby  farmers,  who may use the gas to power  pumps  and  other
equipment.

The  Company  entered  into a  purchase  and sale  agreement  with  Capitol  Oil
Corporation,  an unaffiliated third party, to purchase all of Capitol's interest
in certain producing  properties for cash. This agreement was signed on November
9, 1995,  effective November 1, 1995. Closing of the purchase and sale agreement
was on January 10, 1996. The acquired  production  consists of two producing oil
wells,  one producing  gas well,  and two shut-in wells that will be plugged and
abandoned or converted to salt water disposal wells.  The acquisition is located
in Kern  County,  California.  The Company has been  designated  operator of the
properties.

The total purchase price of the acquired  properties was $925,000,  of which the
Company has 20% of the working interest acquired, for $185,000.

Based on an engineering  estimate prepared by the Company's  in-house staff, net
oil reserves acquired by the Company were calculated to be approximately  18,800
barrels of proved producing  reserves and 37,800 BOE (barrels oil equivalent) of
proved  behind pipe  reserves.  All behind pipe zones are  scheduled to commence
production  after  depletion  of the  current  producing  zone in each well.  In
addition to the proved producing and proved behind pipe zones, there also exists
approximately 680 acres which contain several high quality drilling locations.

                                       9

<PAGE>


Note 5 - Oil and Gas Properties (Continued)

Capitol  held these  producing  properties  and the  equipment  thereon  for the
exploration and production of oil and gas for the revenues derived thereof.  The
Company intends to hold these properties and use them for the same purpose.


Note 6 - Mining Properties

During  January,  1995,  the  Company  received  notice from the State of Alaska
Department of Revenue for unpaid  License Tax on Royalties from Mines and Mining
("License  Taxes") for the years 1991 through  1993.  Pending the outcome of the
Company's petition seeking relief from these taxes, the Company recorded,  as of
June 30, 1995, a liability of $45,000,  which  approximates  the amount of taxes
due under the second phase of the Valdez Creek operations.

On October 30, 1995 the Alaska  Department of Revenue  notified the Company that
the  Department  of  Natural  Resources  had  issued   Certificates  of  Initial
Production to the  Department  of Revenue.  The  Department  of Revenue  further
stated that no taxes were due for the period 1991  through  September  30, 1995.
Accordingly,  the $45,000  liability  has been reversed and shown as income from
mining tax exemptions for the nine months ended March 31, 1996.


Note 7 - Disclosure of Certain Significant Risks and Uncertainties

Nature of Operations

Aspen Exploration Corporation (hereinafter "the Company") was incorporated under
the laws of the State of Delaware on February  28, 1980 for the primary  purpose
of acquiring, exploring and developing oil and gas and other mineral properties.

The consolidated  financial  statements include the Company and its wholly-owned
subsidiaries,   Aspen  Gold  Mining   Company,   formerly  Aspen  Gold  Refining
Corporation,  and Aspen  Recursos  de  Mexico.  Aspen  Gold  Mining  Company  is
currently  inactive  and  Aspen  Recursos  de  Mexico  operations  to date  have
consisted of its organization  and geological  investigation of certain areas in
Mexico.

During fiscal 1995, the Company continued its operation of various producing oil
and gas properties.  During fiscal 1995, the Company formed a subsidiary  (Aspen
Recursos de Mexico,  S.A. de C.V.), which is qualified to do business in Mexico,
so that the Company may pursue management's  recommendation of investigating and
acquiring  interests  in mineral  prospects in Mexico and Central  America.  The
Company also continued efforts initiated in earlier years to pursue its interest
in mineral projects in Russia.

                                       10

<PAGE>


Note 7 - Disclosure of Certain Significant Risks and Uncertainties (Continued)

The  Company  owns  leasehold  or royalty  interests  in  producing  oil and gas
properties in California,  Colorado,  Michigan, Montana, North Dakota, Oklahoma,
Texas and Wyoming,  and leasehold and royalty  interests in mining properties in
Alaska.

The Company  engages in a broad range of activities  associated with the oil and
gas business in an effort to develop oil and gas reserves. The Company's primary
areas of interest are in the states of California,  Montana, North Dakota, Texas
and Wyoming.

During the last few fiscal  years,  the  Company's  major  emphasis  has been on
production from its oil and gas properties.  During the nine-months  ended March
31, 1996, the Company  participated  in the drilling of one oil well and one gas
well, as well as the  acquisition  of two producing  properties,  all located in
Kern County, California. During fiscal 1995, the Company sold a major portion of
its production in Montana, North Dakota and Texas.

In the minerals  portion of the Company's  business,  the Company  continued its
ongoing search for possible  acquisition and  exploration of undeveloped  mining
properties in Alaska,  seeking  precious  metals,  primarily gold, but no Alaska
properties  were  acquired  during the current,  or the  previous,  fiscal year.
Continuing efforts are made to interest other companies in developing properties
with the Company.

Use of Estimates

Reserve  calculations by independent  petroleum engineers involve the estimation
of future net  recoverable  reserves of oil and gas and the timing and amount of
future net  revenues  to be received  therefrom.  Those  estimates  are based on
numerous factors,  many of which are variable and uncertain.  Reserve estimators
are  required  to make  numerous  judgments  based upon  professional  training,
experience  and  educational  background.  The  extent and  significance  of the
judgments in themselves are sufficient to render  reserve  estimates  inherently
imprecise.  Since reserve  determinations  involve  estimates of future  events,
actual  production,  revenues and operating expenses may not occur as estimated.
Accordingly,  it is common for the actual production and revenues later received
to vary  from  earlier  estimates.  Estimates  made in the  first  few  years of
production  from a property  are  generally  not as reliable as later  estimates
based on a longer production  history.  Reserve estimates based upon volummetric
analysis are  inherently  less reliable  than those based on lengthy  production
history.  Also,  potentially  productive  gas  wells  may not  generate  revenue
immediately due to lack of pipeline connections and potential  development wells
may have to be  abandoned  due to  unsuccessful  completion  techniques.  Hence,
reserve estimates may vary from year to year.

                                       11

<PAGE>

Note 7 - Disclosure of Certain Significant Risks and Uncertainties (Continued)

Concentration of Customers

In the oil and gas segment of the Company's business, two purchasers in the nine
months ended March 31, 1996 and two purchasers in fiscal 1995 represented  sales
in excess of 10% of the Company's total oil and gas revenues.  The  availability
of oil and gas  purchasers  is  such,  however,  that  any  buyer  discontinuing
purchases from the Company could almost  assuredly be replaced by another buyer.
In the mineral  segment of the Company's  business,  in-kind  royalties  paid by
Cambior USA (operator of the Valdez Creek mining property),  represented 100% of
the Company's total mineral revenues for the fiscal year ended June 30, 1995 and
the nine months ended March 31,  1996.  The  termination  by Valdez Creek Mining
Company of its mining  operations  will have a  material  adverse  effect on the
Company's business.  Cambior,  the operator of the Valdez Creek mining property,
notified the Company that it ceased mining  operations  effective June 30, 1995.
Gold processing, however, continued through September, 1995. The surface area of
the mine will be restored by the fall of 1996, and Cambior will reassign all its
interest  in the  mining  claims  to  the  Company.  The  Company  is  currently
evaluating the possibility of continued mining  operations on the property,  but
has made no decision to do so.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

As  reflected  on the  balance  sheet  and  statement  of cash  flows,  cash and
equivalents  decreased by $78,410  from  $116,891 at June 30, 1995 to $38,481 at
March 31, 1996.  The decrease in cash and cash  equivalents  for the  nine-month
period  ended  March 31,  1996 was caused by:  (1)  payment of normal  operating
expenses in excess of revenue  for the current  quarter and (2) net cash used in
investing activities.  Cash and equivalents increased by $46,006 from $46,042 to
$92,048 for the same period a year earlier.  The net cash provided by operations
for the  nine-month  period  ended March 31, 1996 was  $368,119 and the net cash
provided  by  operations  for the  nine-month  period  ended  March 31, 1995 was
$101,582. Had Registrant received cash rather than in-kind gold royalties,  cash
flow from  operating  activities  would have been  $614,708  for the  nine-month
period  ended March 31, 1996 as compared to $883,004 for the  nine-month  period
ended March 31, 1995, a decrease of 30.4%.

Precious  metals  inventory  decreased by  approximately  $359,847,  and this is
indicative of the sale of gold to finance  operations.  In the past,  Registrant
could  anticipate  further  production  from Valdez Creek  operations to restore
inventory.  That production has been terminated and Registrant cannot anticipate
any further  production or payment of royalties  under the terms of the existing
agreement.

                                       12

<PAGE>


Net cash used by investing  activities for the nine-month period ended March 31,
1996  totaled  $446,529,  primarily  from  the  drilling  of two  wells  and the
acquisition of five wells in Kern County, California.  Working capital decreased
$417,556  from  $690,180 at June 30, 1995 to $272,624 at March 31, 1996, a 60.5%
decrease. This decrease in working capital at March 31, 1996 is due primarily to
the reduction of gold inventory by $359,847  (50%),  used for the acquisition of
producing  properties and the drilling of exploratory wells; and the increase of
advances from joint owners of $117,258.  These  advances will be used to drill 2
exploratory  wells  during the fourth  quarter of 1996.  The decrease in working
capital was offset by an increase of accounts  receivable of $42,363 (136%) from
$30,997 to $73,360  and a decrease  in  accounts  payable  and  severance  taxes
payable of $90,047, or 52.5%.  Included in working capital at March 31, 1996, is
$358,541 of precious metals, primarily gold. As Registrant's precious metals are
carried  at the  lower of cost or  market,  fluctuations  in market  prices  for
precious metals will affect the carrying amount of Registrant's  precious metals
and,  accordingly,  Registrant's  working capital. At March 31, 1996, the market
value of precious metals in inventory was $369,850 which exceeded the total book
value reflected on the balance sheet ($358,541).  Therefore, no writedown of the
gold inventory was necessary at March 31, 1996.

Although Registrant achieved a positive cash flow from operations,  that was due
primarily to the sales of gold and the increase in accounts payable as reflected
on the statement of cash flows.  Registrant recognized a negative cash flow from
investing  activities,  primarily  as a result  of its  purchase  of oil and gas
properties and the drilling of 2 exploratory  wells.  Sales of gold are expected
to continue to provide a source of capital to Registrant  through the end of the
current  fiscal  year,  but  Registrant  will have to develop  other  sources of
revenues and financing to finance  operations  in the future.  In the event that
Registrant is unable to locate other sources of revenue,  Registrant anticipates
that it will have to curtail portions of its current  operations after September
30, 1996.

During  the  three-month   period  ended  September  30,  1995,  Cambior  Alaska
("Cambior")  continued  mining  operations on properties  where  Registrant owns
various mineral royalty  interests.  During the three-month  period,  Registrant
received  approximately  748 troy  ounces  of raw gold from  Cambior,  valued at
$246,589.  As Registrant's Valdez properties are carried at zero-dollar value on
the balance  sheet,  Registrant  has no direct  costs  associated  with  in-kind
royalties.  Registrant  has been  advised by Cambior  that  in-kind gold royalty
payments to  Registrant  terminated  September  30,  1995 at which time  Cambior
ceased  operations  on  the  Valdez  Creek  properties,  except  for  continuing
reclamation  requirements.  Upon completion of mining restoration,  Cambior will
reassign  the  Valdez  Creek  mining   claims  to   Registrant.   Registrant  is
investigating  the geology of both lode and placer gold deposits at Valdez Creek
and studies of remaining gold resources are being undertaken.

                                       13

<PAGE>

Registrant anticipates that production from its oil and gas properties and sales
of its in-kind gold royalties  currently held in inventory will provide adequate
liquidity for the near term future.  However,  should Registrant fail to replace
the oil and gas reserves sold during fiscal 1995 and gold production that ceased
in September,  1995,  Registrant would likely experience  difficulty meeting its
financial  commitments beyond the fiscal period ending June 30, 1997. Registrant
has initiated a uranium lands acquisition program based on extensive  geological
data gathered by  Registrant's  president since 1969.  Registrant  anticipates a
positive  cash flow from these  activities  in  calendar  1996,  but there is no
assurance this will happen.

Results of Operations

Registrant's operations for the nine-month period ended March 31, 1996 continued
to be  focused  on the  production  of oil and gas,  and the  investigation  for
possible acquisition of properties prospective for precious metals. In addition,
Registrant  continued to receive  in-kind gold royalties  through  September 30,
1995 from its Valdez Creek, Alaska properties,  and drilled two wildcat wells in
Kern County,  California.  Registrant  also  acquired  working  interests in two
producing oil and gas properties in Kern County,  California  effective November
1, 1995.

Precious  metals  income  were $-0- and  $246,589  for the three and nine months
ended  March 31,  1996  compared to  $252,120  and  $753,769  for the three- and
nine-month  periods a year earlier.  This decline in precious  metals revenue is
due to the  cessation of  operations  at the Valdez Creek Mine and  Registrant's
receipt of in-kind gold shipments ceased, effective September 30, 1995.

The three-month result of operations, a loss of approximately $143,423, compared
to net loss of $26,600 for the  nine-month  period is indicative of the negative
impact the closing of the Valdez Creek Mine has had on Registrant. These results
will likely  continue for the near term unless  Registrant  can replace its lost
gold production.

Oil and gas revenues  decreased  $30,758 for the three-month  period ended March
31,  1996 from  $78,507 at March 31,  1995 to $47,749 at March 31,  1996,  a 39%
decrease.  For the nine  months  ended  March  31,  1996,  oil and gas  revenues
decreased $17,714 from $260,740 at March 31, 1995 to $243,026 at March 31, 1996,
a 6.7%  decrease.  This  decrease was due to a reduction in oil and gas revenues
and administrative  fees received by Registrant on producing  properties sold in
the  fourth  quarter  of fiscal  year  ended June 30,  1995.  The  decrease  was
partially offset by increased promotional fees and administrative  overhead fees
of $149,325 received in the first and second quarters of fiscal 1996.

Oil and gas  production  costs  decreased by $40,971 and $166,457 to $18,905 and
$39,790 for the three-and  nine-month  periods  ended March 31, 1996.  This is a
decrease of 68.4% and 80.1%,  respectively.  Substantially  all of this decrease
was the result of  Registrant's  sale of high cost,  poor performing oil and gas
producing properties during the fourth quarter of fiscal 1995.

                                       14

<PAGE>


Depreciation,  depletion and amortization expense of $23,109 and $55,588 for the
three- and nine- month  periods  ended March 31, 1996  represent  an increase of
$15,109  and $3,588 for the three- and  nine-months  ended March 31,  1996.  The
increase in depletion expense  represents an increase in the asset base from the
acquisition of properties in Kern County,  California effective November 1, 1995
and the sale of underperforming properties in fiscal 1995.

During  January,  1995,  Registrant  received  notice  from the  State of Alaska
Department of Revenue for unpaid  License Tax on Royalties from Mines and Mining
for the years 1991 through 1993.  Registrant  contested  these License Taxes and
believed it to be exempt from these taxes.  Pending the outcome of  Registrant's
petition  seeking  relief from these taxes,  Registrant  recorded a liability of
$45,000 at June 30, 1995 for the  estimated  amount of the taxes due. On October
30,  1995 the Alaska  Department  of  Revenue  notified  Registrant  that it had
accepted  its petition  for relief and no taxes were due through  September  30,
1995.  Accordingly,  Registrant  reversed its recorded liability to the State of
Alaska and  recorded  revenue in the  amount of  $45,000  for the Alaska  Mining
License Tax exemption.

Selling,  general and administrative  expenses increased by $5,831 for the three
months  ended March 31, 1996 and  decreased  $31,143  (6.9%) for the nine months
ended March 31, 1996. This increase for the three-month  period and decrease for
the  nine-month  period were due primarily to a decrease in  consulting  fees of
approximately   $45,000  and  travel  expenses  of  $16,000  associated  with  a
consulting  geologist  retained by Registrant to explore for mining prospects in
the western  United  States and Mexico.  The  services  of this  geologist  were
discontinued  in January,  1995.  During the nine months  ended March 31,  1995,
Registrant  wrote off costs  associated with the abandonment of the Sand Springs
project in Nevada in the amount of $26,700  and  increased  its  reserve for bad
debts by $17,000.  These decreases were offset by costs incurred to establish an
oil and gas  exploration  office in  Bakersfield,  California  during the fourth
quarter of 1995. Salaries,  vehicle expense,  medical and office expense for the
California  office were  approximately  $106,000 for the nine months ended March
31, 1996.




                                       15

<PAGE>



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


                                           ASPEN EXPLORATION CORPORATION
                                                        (Registrant)




                                            /s/ R. V. Bailey
                                                -------------------------------
                                                By:  R. V. Bailey,
May 3, 1996                                          Chief Executive Officer,
                                                     Principal Financial Officer

                                                       

                                       16






<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 3/31/96
10Q-SB AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
       
<S>                                         <C>                     <C>
<PERIOD-TYPE>                              3-MOS                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1996             JUN-30-1996
<PERIOD-END>                               MAY-31-1996             MAY-31-1996
<CASH>                                          38,481                       0
<SECURITIES>                                     6,209<F1>                   0
<RECEIVABLES>                                  110,360                       0
<ALLOWANCES>                                  (37,000)                       0
<INVENTORY>                                    358,541                       0
<CURRENT-ASSETS>                               476,591                       0
<PP&E>                                       1,542,409                       0
<DEPRECIATION>                               (895,629)                       0
<TOTAL-ASSETS>                               1,339,597                       0
<CURRENT-LIABILITIES>                          203,967                       0
<BONDS>                                              0                       0
                                0                       0
                                          0                       0
<COMMON>                                     5,661,812                       0
<OTHER-SE>                                           0                       0
<TOTAL-LIABILITY-AND-EQUITY>                 1,339,597                       0
<SALES>                                         47,749                 489,615
<TOTAL-REVENUES>                                46,517                 538,828
<CGS>                                                0                       0
<TOTAL-COSTS>                                  189,940                 565,443
<OTHER-EXPENSES>                                     0                       0
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                                   0                       0
<INCOME-PRETAX>                              (143,423)                (26,615)
<INCOME-TAX>                                         0                       0
<INCOME-CONTINUING>                          (143,423)                (26,615)
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                 (143,423)                (26,615)
<EPS-PRIMARY>                                    (.03)                   (.01)
<EPS-DILUTED>                                    (.03)                   (.01)
<FN>
<F1>TAG 1 - PREPAID EXPENSES
</FN>
        

</TABLE>


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