Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Mathews Michael
 2. Date of Event Requiring Statement (Month/Day/Year)
11/22/2013		 3. Issuer Name and Ticker or Trading Symbol
ASPEN GROUP, INC. [ASPU]
(Last)
(First)
(Middle)
720 SOUTH COLORADO BOULEVARD, SUITE 1150N		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DENVER, CO 80246		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 2,553,452
D
 
Common Stock 100,000
I
By Grantor Retained Annuity Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options   (1) 03/15/2017 Common Stock 300,000 $ 0.35 D  
Stock Options   (2) 03/22/2017 Common Stock 500,000 $ 0.35 D  
Stock Options   (3) 09/04/2017 Common Stock 2,900,000 $ 0.35 D  
Stock Options   (4) 10/23/2017 Common Stock 288,911 $ 0.35 D  
Stock Options   (4) 10/23/2017 Common Stock 166,666 $ 0.35 D  
5% Convertible Note 09/25/2013 04/02/2015 Common Stock 857,143 $ 0.35 D  
5% Convertible Note 09/25/2013 04/02/2015 Common Stock 300,000 $ 1 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mathews Michael
720 SOUTH COLORADO BOULEVARD
SUITE 1150N
DENVER, CO 80246		   X     Chief Executive Officer  

Signatures

/s/ Michael Mathews 11/22/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Of the securities: (i) one-third have vested and (ii) the remaining vest on March 14, 2014 and 2015.
(2) Of the securities: (i) one-third have vested and (ii) the remaining vest on March 20, 2014 and 2015.
(3) Of the securities: (i) one-fourth have vested and (ii) the remaining vest on September 4, 2014, 2015 and 2016.
(4) Fully vested.

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