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                                                                 SEC FILE NUMBER
                                                                    CUSIP NUMBER

                                  UNITED STATES
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check one): |_| Form 10-K    |_| Form 20-F    |_| Form 11-K     |X| Form 10-QSB
             |_| Form 10-D    |_| Form N-SAR   |_| Form N-CSR

For Period Ended: March 31, 2006

|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
|_| For the Transition Period Ended:

  Read Instruction (on back page) Before Preparing Form. Please Print or Type.
    Nothing in this form shall be construed to imply that the Commission has
                   verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:


                          Aspen Exploration Corporation
                             Full Name of Registrant

                            Former Name if Applicable

                        2050 S. Oneida Street, Suite 208
            Address of Principal Executive Office (Street and Number)

                                Denver, CO 80224
                            City, State and Zip Code

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

       (a) The reason described in reasonable detail in Part III of this form
       could not be eliminated without unreasonable effort ( or expense

|X|    (b) The subject annual report, semi-annual report, transition report
       on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
       portion thereof, will be filed on or before the fifteenth calendar
       day following the prescribed due date; or the subject quarterly
       report or transition report on Form 10-Q or subject distribution
       report on Form 10-D, or portion thereof, will be filed on or before the
       fifth calendar day following the prescribed due date; and

       (c) The accountant's statement or other exhibit required by Rule
       12b-25(c) has been attached if applicable.


State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.

We have recently changed our certifying accountant. The 10-Q for the period
ended March 31, 2006 is the first review by our new accounting firm. The
additional scrutiny required by the certifying accountant for a new client has
led to delays in obtaining reviews and the release to file from the firm. We
anticipate having the reviews and release in place within the extended time

                        (Attach extra Sheets if Needed)


(1)  Name and telephone number of person to contact in regard to this

         Steven R. Starbuck                            661-324-4971
-------------------------------------      -------------------------------------
             (Name)                            (Area Code) (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter period that the
     registrant was required to file such report(s) been filed? If answer is no,
     identify report(s). Yes |X| No | |

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion
     thereof? Yes |_| No |X|

     If so, attach an explanation of the anticipated change, both narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.

                          Aspen Exploration Corporation
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date    May 15, 2006                          By     /s/  Robert A. Cohan
        -----------------                            ---------------------------
                                                     President and CEO