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1.
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I
have reviewed this annual report on Form 10-K of AspenBio Pharma, Inc.
(the “Registrant”); and
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2.
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Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of circumstances under which such statements
were made, not misleading with respect to the period covered by this
report.
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/s/
Jeffrey G.
McGonegal
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Jeffrey
G. McGonegal,
Chief
Financial Officer
PRINCIPAL
FINANCIAL AND ACCOUNTING OFFICER
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