Note 1. Nature of Operations and Going Concern

Overview 

Aspen Group, Inc. (the “Company”, or “Aspen”) is a development stage company, founded in Florida on February 23, 2010, under the name Hidden Ladder, Inc. On June 21, 2011, the Company changed its name to Elite Nutritional Brands, Inc. On July 27, 2011, David Johnson sold 41,200,000 shares of the Company’s common stock to Don Ptalis, the Company’s new CEO and Director for a purchase price of $5,000, which source was his own funds. As a result, the percentage of voting securities of the Company beneficially owned directly or indirectly by Mr. Ptalis was 84.12%. On July 29, 2011, David Johnson resigned as the President, CEO and Sole Director of the Company, and Daniel McKelvy resigned as the Assistant Secretary of the Company in order to pursue other business interests. Effective July 29, 2011, Don Ptalis was appointed as the Company’s new CEO and Director.

On February 15, 2012, Elite Nutritional Brands, Inc. redomesticated by merging into Aspen Group, Inc., a newly formed Delaware corporation with no assets or liabilities, with Aspen being the surviving corporation. On March 13, 2012 (the “recapitalization date”), Aspen Group, Inc. acquired Aspen University Inc., an operating company, in a reverse merger transaction accounted for as a recapitalization of Aspen University Inc. (the “Recapitalization” or the “Reverse Merger”) (See Note 7).

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Through February 29, 2012, the Company was in the development stage and has not carried on any significant operations and has generated no revenues.  The Company had a net loss of $28,078 and negative cash flows from operations of $31,584 for the year ended February 29, 2012 and has incurred losses since inception aggregating $41,624.   Although subsequent to year-end,  the Company consummated a reverse merger transaction with a private entity, Aspen University Inc., that private entity also has had historical net losses and net cash used in operating activities. (see Note 7).  Management's plan includes a current capital raise and actions to increase profitability of current operations. These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern.   The financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.