UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 21, 2006
ASPEN EXPLORATION CORPORATION
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(Exact name of registrant as specified in charter)
Delaware 00-9494 84-0811316
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
2050 S. Oneida St., Suite 208, Denver, CO 80224-2426
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 303-639-9860
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item 3.02 Unregistered Sales of Equity Securities
The following sets forth the information required by Item 701 of Regulation S-B
with respect to the unregistered sale of equity securities:
(a) The Warrants were exercised on April 21, 2006, and the transaction was
completed on April 21, 2006. Two accredited investors, John and Susan Gibbs,
exercised warrants (the "Warrants") for the purchase of 300,000 shares of our
common stock at an exercise price of $1.25 per share for a total offering price
of $375,000. The Warrants were issued on March 8, 2005 as a result of an
accredited investor, Tripower Resources, Inc., exercising a warrant issued in
June 2004 (the "Initial Warrants"). The Initial Warrants provided that if the
Initial Warrants were exercised by March 31, 2005, we would issue to Tripower
Resources, Inc. additional warrants for the purchase of 300,000 shares of common
stock at the exercise price of $1.25 per share that would expire on June 30,
2006. The exercise price of the Warrants was set in June 2004, when our stock
was trading at approximately $0.93 per share and, therefore, we considered the
transaction to be "above market." Tripower assigned the Warrants to John and
Susan Gibbs.
(b) No underwriter, placement agent, or finder was involved in the transaction.
There were only the two accredited investors named in paragraph (a), above.
(c) The total offering price was $375,000 which was paid in cash. No
underwriting discounts or commissions were paid. There was no placement agent or
underwriter for the current transaction or the prior transactions related to the
Initial Warrants, and we did not publicly offer any securities.
(d) We relied on the exemption from registration provided by Sections 4(2) and
4(6) under the Securities Act of 1933 for this transaction and Regulation D for
the issuances. We did not engage in any public advertising or general
solicitation in connection with this transaction, and we provided the accredited
investors with disclosure of all aspects of our business, including providing
the accredited investors with our reports filed with the Securities and Exchange
Commission, our press releases, access to our auditors, and other financial,
business, and corporate information. Based on our investigation, we believe that
the accredited investors obtained all information regarding Aspen Exploration it
requested, received answers to all questions it (and its advisors) posed, and
otherwise understood the risks of accepting our securities for investment
purposes.
(e) The common stock issued to the accredited investors is not convertible or
exchangeable for other securities. There are no registration rights associated
with the securities issued to the accredited investor.
(f) We will use the proceeds for expenses of drilling and (if warranted)
completing oil and gas wells.
SIGNATURE
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 hereunto duly authorized.
Date: April 21, 2006.
ASPEN EXPLORATION CORPORATION
By: /s/ Robert A. Cohan
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Robert A. Cohan
President