0001553350-13-000355.txt : 20130708 0001553350-13-000355.hdr.sgml : 20130708 20130708163519 ACCESSION NUMBER: 0001553350-13-000355 CONFORMED SUBMISSION TYPE: AW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130708 DATE AS OF CHANGE: 20130708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASPEN GROUP, INC. CENTRAL INDEX KEY: 0001487198 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 271933597 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: AW SEC ACT: SEC FILE NUMBER: 333-188277 FILM NUMBER: 13957784 BUSINESS ADDRESS: STREET 1: 720 SOUTH COLORADO BOULEVARD STREET 2: SUITE 1150N CITY: DENVER STATE: CO ZIP: 95765 BUSINESS PHONE: 646-450-1843 MAIL ADDRESS: STREET 1: 720 SOUTH COLORADO BOULEVARD STREET 2: SUITE 1150N CITY: DENVER STATE: CO ZIP: 95765 FORMER COMPANY: FORMER CONFORMED NAME: Elite Nutritional Brands, Inc. DATE OF NAME CHANGE: 20111011 FORMER COMPANY: FORMER CONFORMED NAME: Hidden Ladder, Inc. DATE OF NAME CHANGE: 20100315 AW 1 aspu_aw.htm AMENDMENT WITHDRAWAL Amendment Withdrawal

Aspen Group, Inc.

224 West 30th Street

Suite 604

New York, NY 10001



July 8, 2013



VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.
Washington, DC 20549


Re:

Application for Withdrawal of Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-188277) filed July 3, 2013


Ladies and Gentlemen:


Aspen Group, Inc., a Delaware corporation (the “Company”), pursuant to Rule 477 promulgated under the Securities Act of 1933, respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the immediate withdrawal of the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-188277) (the “Amendment”) together with all exhibits thereto, which was filed on July 3, 2013.  The Company erroneously failed to properly identify this Amendment as a Post-Effective Amendment.  Concurrently with the filing of this Application, the Company is filing a Post-Effective Amendment to File Nos.: 333-186576, 333-187798 and 333-188277 in order to utilize a common prospectus.


The Company requests that the Commission consent to this Application on the grounds that the withdrawal of the Amendment is in the best interests of the Company’s shareholders and consistent with the public interest and the protection of the investors. There have been no securities sold in connection with this Amendment.  


If you have any questions regarding this request, please contact the Company’s legal counsel, Michael D. Harris of Nason, Yeager, Gerson White & Lioce, P.A. at (561) 471-3507.


 

Sincerely yours,

 

 

 

/s/ Michael Matte

 

Michael Matte

 

Chief Financial Officer