Aspen Group, Inc.
224 West 30th Street
New York, NY 10001
July 8, 2013
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
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 Companys 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 Companys 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 Companys legal counsel, Michael D. Harris of Nason, Yeager, Gerson White & Lioce, P.A. at (561) 471-3507.
/s/ Michael Matte
Chief Financial Officer