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 *
  Gill Janet
 2. Date of Event Requiring Statement (Month/Day/Year)
03/06/2014		 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)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP and Interim CFO
 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)

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 (Right to Buy)   (1) 03/06/2019 Common Stock 200,000 $ 0.19 D  
Stock Options (Right to Buy)   (2) 07/03/2018 Common Stock 25,000 $ 0.35 D  
Stock Options (Right to Buy)   (3) 10/23/2017 Common Stock 75,000 $ 0.35 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gill Janet
720 SOUTH COLORADO BOULEVARD
SUITE 1150N
DENVER, CO 80246		       EVP and Interim CFO  

Signatures

/s/ Janet M. Gill 03/17/2014
**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) The securities vest in three equal annual increments on March 1, 2015, 2016 and 2017, subject to continued employment on each applicable vesting date.
(2) The securities vest in three equal annual increments on July 3, 2014, 2015 and 2016, subject to continued employment on each applicable vesting date.
(3) The securities vest in three equal annual increments on October 23, 2013, 2014 and 2015, subject to continued employment on each applicable vesting date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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