Note 1.Nature of Operations and Liquidity

Overview

Aspen Group, Inc. (together with its subsidiary, the "Company" or "Aspen") was founded in Colorado in 1987 as the International School of Information Management. On September 30, 2004, it was acquired by Higher Education Management Group, Inc. ("HEMG") and changed its name to Aspen University Inc. On March 13, 2012, the Company was recapitalized in a reverse merger. All references to the Company or Aspen before March 13, 2012 are to Aspen University Inc.

On April 5, 2013, the Company gave 120-day notice to CLS 123, LLC of its intent to terminate the agreement between the Company and CLS 123, LLC dated November 9, 2011. Moreover, at the end of the 120-day period, the Company is no longer offering the "Certificate in Information Technology with a specialization in Smart Home Integration" program. Accordingly, the activities related to CLS (or the "Smart Home Integration Certificate" program) are treated as discontinued operations. As this component of the business was not sold, there was no gain or loss on the disposition of this component (see below "Basis of Presentation").

On April 25, 2013, our Board of Directors approved a change in our fiscal year-end from December 31 to April 30, with the change to the calendar year reporting cycle beginning May 1, 2013. Consequently, we filed a Transition Report on Form 10-KT for the four-month transition period ended April 30, 2013.

Aspen's mission is to become an institution of choice for adult learners by offering cost-effective, comprehensive, and relevant online education. One of the key differences between Aspen and other publicly-traded, exclusively online, for-profit universities is that approximately 86% of our full-time degree-seeking students (as of October 31, 2013) were enrolled in graduate degree programs (Master or Doctorate degree program). Since 1993, we have been nationally accredited by the Distance Education and Training Council ("DETC"), a national accrediting agency recognized by the U.S. Department of Education (the "DOE").

Basis of Presentation

A. Interim Financial Statements

The interim condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). In the opinion of the Company's management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly our results of operations for the three months and six months ended October 31, 2013 and 2012, our cash flows for the six months ended October 31, 2013 and 2012, and our financial position as of October 31, 2013 have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year.

Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim consolidated financial statements. Accordingly, these interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Report on Form 10-KT for the period ended April 30, 2013 as filed with the SEC on July 30, 2013. The April 30, 2013 balance sheet is derived from those statements.

B. Discontinued Operations

As of March 31, 2013, the Company decided to discontinue business activities related to its "Certificate in Information Technology with a specialization in Smart Home Integration" program so that it may focus on growing its full-time, degree-seeking student programs, which have higher gross margins. On April 5, 2013, the Company gave 120-day notice to CLS 123, LLC of its intent to terminate the agreement between the Company and CLS 123, LLC dated November 9, 2011. Thus, as of August 3, 2013, the Company is no longer offering the "Certificate in Information Technology with a specialization in Smart Home Integration" program. The termination of the "Smart Home Integration Certificate" program qualifies as a discontinued operation and accordingly the Company has excluded results for this component from its continuing operations in the consolidated statements of operations for all periods presented. The following table shows the results of the "Smart Home Integration Certificate" program component included in the income (loss) from discontinued operations:

		For the								For the
		Three Months Ended October 31,								Six Months Ended October 31,
		2013				2012				2013				2012
Revenues		$	326,500			$	428,146			$	549,125			$	1,087,936
Costs and expenses:
Instructional costs and services			293,850				378,013				494,212				947,760
General and administrative			-				65,000				-				65,000
Total costs and expenses			293,850				443,013				494,212				1,012,760
Income (loss) from discontinued operations, net of income taxes		$	32,650			$	(14,867	)		$	54,913			$	75,176

The major classes of assets and liabilities of discontinued operations on the balance sheet are as follows:

		October 31,				April 30,
		2013				2013
Assets
Cash and cash equivalents		$	-			$	-
Accounts receivable, net of allowance of $295,045 and $295,045, respectively			215,316				113,822
Other current assets			-				-
Net assets from discontinued operations		$	215,316			$	113,822
Liabilities
Accounts payable		$	1,178			$	1,178
Accrued expenses			318,564				70,201
Deferred revenue			-				53,125
Net liabilities from discontinued operations		$	319,742			$	124,504

C. Liquidity

As a result of the June and September financing transactions disclosed in Notes 6 and 7, the Company has a cash position of approximately $1.4 million as of October 31, 2013. With the additional cash, the growth in the company revenues and improving operating margins the Company believes that it has sufficient cash to allow the Company to grow to positive operating cash flow. Management expects to use approximately $1,000,000 in cash from October 2013 to April 2014, at which time the Company forecasts to begin generating cash from operations.