The following discussion provides information regarding the results of operations for the three and six month periods ended June 30, 2012 and 2011, and our financial condition, liquidity and capital resources as of June 30, 2012, and December 31, 2011. The financial statements and the notes thereto contain detailed information that should be referred to in conjunction with this discussion.

Forward-Looking Statements

The information discussed in this Quarterly Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). All statements, other than statements of historical facts, included herein concerning, among other things, planned capital expenditures, increases in oil and gas production, the number of anticipated wells to be drilled after the date hereof, future cash flows and borrowings, pursuit of potential acquisition opportunities, our financial position, business strategy and other plans and objectives for future operations, are forward-looking statements. These forward-looking statements are identified by their use of terms and phrases such as "may," "expect," "estimate," "project," "plan," "believe," "intend," "achievable," "anticipate," "will," "continue," "potential," "should," "could," and similar terms and phrases. Although we believe that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties. Our results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, among others:

• our $3.3 million working capital deficit at June 30, 2012 ($2.7 million deficit at December 31, 2011) raises concerns regarding our financial and operational capabilities absent raising debt or equity, or improving results of operations, to address the working capital deficit;

• our ability to generate sufficient cash flows or other sources of liquidity to repay our debt obligations as they become due;

• future capital requirements and uncertainty of obtaining additional funding on terms acceptable to us;

• availability of borrowings under our credit facility;

• historical incurrence of losses;

• our ability to retain key members of our senior management and key technical employees, and conflicts of interests with respect to our directors;

• effect of seasonal factors on our business operations;

• a decline in oil or natural gas production or oil or natural gas prices, the impact of price volatility in the oil and natural gas industries and the impact of general economic conditions on the demand for the services we offer to the oil and natural gas industries;

• activities of our competitors, many of whom have greater financial resources than we have;

• geographical diversity of our operations and the difficulties inherent in managing such geographically diverse operations;

• ongoing U.S. and global economic uncertainty;

• unanticipated increases in the cost of our operations;

• reliance on limited number of customers and creditworthiness of our customers;

• increases in interest rates and our failure to hedge against possible interest rate increases;

• impact of environmental, health and safety, and other governmental regulations, and of current or pending legislation;

• further sales or issuances of common stock and the potentially dilutive impact such sales or issuances may have on our stockholders; and

• our common stock's limited trading history.

Finally, our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in our filings with the SEC and in Part II, Item 1A of this Quarterly Report. For additional information regarding risks and uncertainties, please read our filings with the SEC under the Exchange Act and the Securities Act, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this paragraph and elsewhere in this Quarterly Report. Other than as required under securities laws, we do not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise.

Company Overview and Overview of the Information Presented

The Company was incorporated as Aspen Exploration Corporation under the laws of the State of Delaware on February 28, 1980 for the primary purpose of acquiring, exploring and developing oil and natural gas and other mineral properties. On June 30, 2009, Aspen disposed of all of its remaining oil and natural gas producing assets and as a result was no longer engaged in active business operations. On June 24, 2010, Aspen entered into an Agreement and Plan of Merger and Reorganization with Dillco Fluid Service, Inc. ("Dillco") which set forth the terms by which Dillco became a wholly owned subsidiary of Aspen on July 27, 2010 (the "Merger Transaction").

On December 30, 2010, Aspen changed its name to "Enservco Corporation." As such, throughout this report the terms the "Company" and/or "Enservco" are intended to refer to the Company on a post Merger Transaction basis and as a whole, with respect to both historical and forward looking contexts. As a result of the Merger Transaction, the Company's fiscal year was modified to be the calendar year as described below.

Going forward, and subject to the availability of adequate financing, the Company expects to continue to pursue its growth strategies of exploring additional acquisitions, potentially expanding the geographic areas in which it operates, and diversifying the products and services it provides to customers, as well as making further investments in its assets and equipment. The Company will require additional debt or equity financing to fund the costs necessary to expand the services it offers. There can be no assurance that the Company will be able to raise outside capital or have access to outside funding on reasonable terms, if at all.

Discussion of Operations for the Three and Six Months ended June 30, 2012 and 2011

The following table shows the results of operations for the periods noted. Please see information following the table for management's discussion of significant changes.

                                                            For the Three Months Ended
                                                                     June 30,
                                          2012          % of Revenue            2011          % of Revenue
                                      (Unaudited)                           (Unaudited)

Revenues                              $  5,627,382                 100 %    $  4,470,679                 100 %
Cost of Revenue                          4,635,955                  82 %       3,788,550                  85 %
Gross Profit                               991,427                  18 %         682,129                  15 %

Operating Expenses
General and administrative expenses        944,538                  17 %         707,377                  16 %
Depreciation and amortization              581,250                  10 %       1,128,865                  25 %
Total operating expenses                 1,525,788                  27 %       1,836,242                  41 %

Loss from Operations                      (534,361 )                (9 %)     (1,154,113 )               (26 %)
Other Expense                             (207,113 )                (4 %)       (214,419 )                (5 %)
Loss Before Income Tax Benefit            (741,474 )               (13 %)     (1,368,532 )               (31 %)

Income Tax Benefit                         301,773                   5 %         518,229                  12 %
Net Loss                              $   (439,701 )                (8 %)   $   (850,303 )               (19 %)

EBITDA:
Net Loss                              $   (439,701 )                  $   (850,303 )
Add (Deduct):
Interest Expense                           218,262                         171,965
Provision for income taxes                (301,773 )                      (518,229 )
Depreciation and amortization              581,250                       1,128,865
EBITDA                                      58,038                         (67,702 )
Add (Deduct):
Stock-based compensation                   144,651                          59,184
Warrants issued                                  -                          46,353
Gain on disposal of equipment               (1,536 )                             -
Gain on sale of investments                (12,891 )                             -
Other expense                                3,278                          42,454
Adjusted EBITDA*                      $    191,540                    $     80,289

Income Per Common Share:
Basic                                 $      (0.02 )                  $      (0.04 )
Diluted                               $      (0.02 )                  $      (0.04 )

Weighted average number of common
shares outstanding (used to
calculate basic and diluted income
per share)
Basic                                   21,778,866                      21,778,866
Diluted                                 21,778,866                      21,778,866

*Note: See below for discussion of the use of non-GAAP financial measurements.

                                                             For the Six Months Ended
                                                                     June 30,
                                          2012          % of Revenue            2011          % of Revenue
                                      (Unaudited)                           (Unaudited)

Revenues                              $ 15,165,375                 100 %    $ 13,732,200                 100 %
Cost of Revenue                         11,312,638                  75 %       9,666,788                  70 %
Gross Profit                             3,852,737                  25 %       4,065,412                  30 %

Operating Expenses
General and administrative expenses      1,847,898                  12 %       1,390,410                  10 %
Depreciation and amortization            1,982,442                  13 %       2,194,539                  16 %
Total operating expenses                 3,830,340                  25 %       3,584,949                  26 %

Income from Operations                      22,397                   0 %         480,463                   3 %
Other Expense                             (346,630 )                (2 %)       (434,272 )                (3 %)
(Loss) Income Before Income Tax
Benefit (Expense)                         (324,233 )                (2 %)         46,191                   0 %

Income Tax Benefit (Expense)               162,417                   1 %         (11,406 )                 0 %
Net (Loss) Income                     $   (161,816 )                (1 %)   $     34,785                   0 %

EBITDA:
Net (Loss) Income                     $   (161,816 )                  $     34,785
Add (Deduct):
Interest Expense                           428,004                         352,276
Provision for income taxes                (162,417 )                        11,406
Depreciation and amortization            1,982,442                       2,194,539
EBITDA                                   2,086,213                       2,593,006
Add (Deduct):
Stock-based compensation                   189,261                         108,865
Warrants issued                                  -                          46,353
(Gain) loss on disposal of
equipment                                   (1,536 )                        44,286
Gain on sale of investments                (24,653 )                             -
Other (income) expense                     (55,185 )                        37,710
Adjusted EBITDA*                      $  2,194,100                    $  2,830,220

Income Per Common Share:
Basic                                 $      (0.01 )                  $       0.00
Diluted                               $      (0.01 )                  $       0.00

Weighted average number of common
shares outstanding (used to
calculate basic and diluted income
per share)
Basic                                   21,778,866                      21,778,866
Diluted                                 21,778,866                      22,430,368

*Note: See below for discussion of the use of non-GAAP financial measurements.

Although Enservco does not have segmented business operations, which would require segment reporting within the notes of its financial statements per general accounting standards, we believe that revenue by service offering may be useful to readers of our financials. The following tables set forth revenue information for the Company's three service offerings during the three and six month periods ending June 30, 2012 and 2011:

                                                    For the Three Months Ended
                                                             June 30,
                                                      2012               2011
BY SERVICE OFFERING:                              (Unaudited)        (Unaudited)
Fluid Management (1)                             $    2,101,657      $  2,297,385
Well Enhancement Services (2)                         3,313,964         1,823,898
Well Site Construction and Roustabout Services          211,761           349,396
Total Revenues                                   $    5,627,382      $  4,470,679




                                                   For the Six Months Ended
                                                           June 30,
                                                     2012             2011
BY SERVICE OFFERING:                             (Unaudited)      (Unaudited)
Fluid Management (1)                             $  4,212,883     $  4,666,422
Well Enhancement Services (2)                      10,647,818        8,481,263
Well Site Construction and Roustabout Services        304,674          584,515
Total Revenues                                   $ 15,165,375     $ 13,732,200

Enservco has also determined that an understanding of the diversity of its operations by geography is important to an understanding of its business operations. Enservco only does business in the United States, in what it believes are three geographically diverse regions. The following table sets forth revenue information for the Company's three geographic regions during the three and six month periods ending June 30, 2012 and 2011:

                               For the Three Months Ended
                                        June 30,
                                 2012               2011
BY GEOGRAPHY:                (Unaudited)        (Unaudited)
Eastern USA Region (3)      $      241,112      $    632,340
Rocky Mountain Region (4)        2,882,495         1,029,362
Central USA Region (5)           2,503,775         2,808,977
Total Revenues              $    5,627,382      $  4,470,679




                              For the Six Months Ended
                                      June 30,
                                2012             2011
BY GEOGRAPHY:               (Unaudited)      (Unaudited)
Eastern USA Region (3)      $  1,539,222     $  5,327,082
Rocky Mountain Region (4)      8,407,567        2,797,880
Central USA Region (5)         5,218,586        5,607,238
Total Revenues              $ 15,165,375     $ 13,732,200

Notes to tables:

(1) Water hauling/disposal and frac tank rental.

(2) Services such as frac heating, acidizing, hot oil services, and pressure testing.

(3) Consists of operations and services performed in the southern region of the Marcellus Shale formation (southwestern Pennsylvania and northern West Virginia). Heat Waves is the only Company subsidiary operating in this region.

(4) Consists of western Colorado, northeastern Utah, southeastern Wyoming, western North Dakota, and eastern Montana. Heat Waves is the only Company subsidiary operating in this region.

(5) Consists of southwestern Kansas, northwestern Oklahoma, and northern New Mexico. Both Dillco and Heat Waves engage in business operations in this region.

Revenues

For the three and six months ended June 30, 2012

For the three months ended June 30, 2012, revenues increased by approximately $1.2 million, or 26%, as compared to the same period in 2011. For the six months ended June 30, 2012, revenues increased by approximately $1.4 million, or 10%, as compared to the same period in 2011.

Factors that increased revenues during the three and six months ended June 30, 2012 as compared to 2011:

(1) Opening two new operation centers during September 2011 in a) Cheyenne, Wyoming (to expand service coverage within the D-J Basin and Niobrara formation), and b) Killdeer, North Dakota (to provide new service coverage within the Bakken formation of western North Dakota and eastern Montana). These two new operation centers (located within our Rocky Mountain region) accounted for the majority of the approximate $2.9 million and $8.4 million of revenues generated in our Rocky Mountain region during the three and six months ended June 30, 2012, respectively. This accounted for an approximate $1.9 million and $5.6 million increase during the three and six months ended June 30, 2012, respectively, over revenues generated in the Rocky Mountain region during the same periods in 2011;

(2) Though the Company was affected by higher-than-average temperatures and moderate weather during the first quarter of 2012 (within the regions where the Company performs Well Enhancement services, primarily as it relates to our frac heating and hot oiling services), due to our expansion and organic growth within our Rocky Mountain region we were able to realize a longer heating season during the second quarter of 2012 as compared to prior years. As such, the Company realized revenues from its Well Enhancement services of approximately $3.3 million and $10.6 million during the three and six months ended June 30, 2012, respectively. This accounted for an increase of approximately $1.5 million and $2.2 million of revenues generated from our Well Enhancement services during the three and six months ended June 30, 2012, respectively, as compared to the same periods in 2011.

Factors that decreased revenues during the three and six months ended June 30, 2012 as compared to 2011:

(1) Revenues in the Eastern USA region (the southern Marcellus Shale formation covering southwestern Pennsylvania and northern West Virginia) decreased by approximately $400,000 and $3.8 million during the three and six months ended June 30, 2012, respectively, as compared to the same periods in 2011. Of the decrease during the six months ended June 30, 2012, approximately $3.0 million relates to Well Enhancement services and $600,000 relates to Fluid Management services;

a. Due to higher-than-average temperatures and moderate weather during the 2011 - 2012 winter season (what has been called one of the warmest winters on record), starting late in the fourth quarter of 2011 and continuing through the first quarter of 2012, we redeployed a majority of the assets from our operation center in the Eastern USA region. As a result, revenues in this region for the three and six months ended June 30, 2012 decreased significantly, as noted above.

(2) Revenues in the Central USA region decreased by approximately $300,000 and $400,000 during the three and six months ended June 30, 2012, respectively, as compared to the same periods in 2011. Of the decrease during the six months ended June 30, 2012, approximately $200,000 relates to Fluid Management services and $200,000 relates to Well Site Construction and Roustabout Services;

a. The decrease in Fluid Management service revenues was largely due to losing a member of our Dillco Fluid Service, Inc. operations management who took his small number of fluid service trucks and equipment and certain customers that he serviced to explore his own business opportunities;

b. The decrease in Well Site Construction and Roustabout Service revenues was largely due to closing down our construction division out of our Garden City, KS operation center and redeploying these assets to our new operation center in North Dakota. These assets began to generate significant revenues within the North Dakota area late in the second quarter of 2012.

Historical Seasonality of Revenues. Because of the seasonality of our frac heating and hot oiling business, the second and third quarters are historically our lowest revenue generating periods of our fiscal year. In addition, the revenue mix of our service offerings also changes as our Well Enhancement services (which includes frac heating and hot oiling) decrease as a percentage of total revenues and Fluid Management services and other services increase. The first and fourth quarters of our fiscal year, covering the months during what is known as our "heating season", have historically made up approximately 60% or more of our total fiscal year revenues, with the remaining 40% historically split evenly between the second and third quarters. Thus, the revenues recognized in our quarterly financials in any given period are not indicative of the annual or quarterly revenues through the remainder of our fiscal years.

As an indication of this quarter-to-quarter seasonality, the Company earned approximately $5.6 million of its 2012 revenues during the second quarter of 2012, while earning approximately $9.5 million during the first quarter of 2012. The 2011 comparison was similar; $4.5 million in revenues during the second quarter of 2011 as compared to approximately $9.3 million during the first quarter of 2011. While the Company is pursuing various strategies to lessen these quarterly fluctuations by increasing non-seasonal business opportunities, there can be no assurance that we will be successful in doing so.

Costs of Revenues and Gross Profit

For the three months ended June 30, 2012

For the three months ended June 30, 2012, cost of revenue as a percentage of revenues decreased by approximately 3%, as compared to the same period in 2011. This resulted in an increased gross profit margin of approximately $300,000, or 45%, for the second quarter in 2012 when compared to the same period in 2011. This decrease in the cost of revenue as a percentage of revenues, and resulting increase in our profitability rate, for the three month period ending June 30, 2012 was primarily due to the following factors:

(1) As discussed within the Revenues section above, we opened two new operation centers during September 2011 in Cheyenne, Wyoming and Killdeer, North Dakota. As discussed above, due to the location of these two new operation centers within our Rocky Mountain region, we experience increased revenues in our Well Enhancement services during the three months ended June 30, 2012 due to an extended heating season as compared to prior years; our revenues from Well Enhancement services increased to $3.3 million during second quarter in 2012 as compared to $1.8 million during the same period in 2011. As noted throughout this report, we realize higher gross profit margins from our Well Enhancement services than any other of our services, which would explain the increased gross profit margins during the second quarter 2012 as compared to the same period in 2011.

For the six months ended June 30, 2012

Although revenues increased by approximately $1.4 million, or 11%, during the six months ended June 30, 2012 as compared to the same period of 2011, cost of revenue as a percentage of revenues increased by approximately 5%. This resulted in a decreased gross profit margin of approximately $213,000, or 6%, for the second quarter in 2012 when compared to the same period in 2011. This increase in the cost of revenue as a percentage of revenues and resulting declining profitability rate for the six months ending June 30, 2012 is primarily due to the following factors:

(1) The Company relies heavily on the ability to generate the majority of its revenues and gross profit during the heating season (during the first and fourth quarters of our fiscal year), when temperatures are generally colder through its frac heating and hot oiling services. During the start of the 2011-2012 heating season, the Company fully staffed its operational centers with drivers and operators in order to meet the expected demand during the heating season. However, due to higher-than-expected temperatures in all Company locations, the expected demand for our heating services (frac heating and hot oiling) did not begin to materialize until midway through the first quarter of 2012, which still did not meet our projections. As such, the Company experienced significant operation costs during the first three months within the six month period ended June 30, 2012 without achieving the expected revenues, resulting in increased cost of revenues as a percentage of revenues, thereby decreasing gross margins;

(2) An increase in labor costs (salary and wages, benefits, etc,) and site overhead during the first three months within the six month period ended June 30, 2012 due to the opening in September 2011 of two new operation centers in Cheyenne, WY and Killdeer, ND. We hired and trained employees at these and each of our locations to meet expected demand in anticipation of a normal heating season. When, as discussed above, revenues were adversely affected by warm weather, we experienced an increase in labor costs as a percentage of revenues;

(3) An overall increase in the price of fuel and other transportation costs during the period; and

(4) An increase in costs for repairs and general maintenance during the period due to the increased truck and equipment fleet; the Company has incurred over $7.0 million of truck and equipment purchases within the last six quarters.

General and Administrative Expenses

For the three and six months ended June 30, 2012

Although general and administrative expenses remained relatively consistent as a percentage of revenues during the three and six months ended June 30, 2012, as compared to the same period 2011 (only increasing by 2% and 1%, respectively), the amount spent on our general and administrative expenses increased during the three and six months ending June 30, 2012 by approximately $240,000 or 34% and $460,000 or 33%, respectively, as compared to the same periods in 2011.

In general, this increase reflects costs incurred by the Company for professional fees in connection with efforts to refinance our current debt obligations and to secure other outside financing, costs incurred for corporate franchise taxes (due to the increase in authorized shares), costs incurred to hire outside consultants to manage and oversee our human resources and investor relations, and costs incurred in order to employ and retain experienced personnel to meet corporate management and staff needs; which included increased salary, benefits, and bonus expenses during the period. The increase is also due to non-cash expenses for the issuance of stock options to employees; issued in current and future periods (these expenses are recognized over the expected life of the options, subject to vesting terms). This non-cash increase in expense was offset by releasing the cumulative expense in the current period for stock options which were forfeited by former Company employees; releasing the total amount for current and past periods within the current period.

We anticipate that our general and administrative expenses will continue to increase as our operations increase, and as we continue to seek for additional . . .