0001682812-17-000001.txt : 20170427 0001682812-17-000001.hdr.sgml : 20170427 20170427144918 ACCESSION NUMBER: 0001682812-17-000001 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170427 DATE AS OF CHANGE: 20170427 SUBJECT COMPANY: 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: 0430 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87012 FILM NUMBER: 17788327 BUSINESS ADDRESS: STREET 1: 1660 SOUTH ALBION STREET STREET 2: SUITE 525 CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 646-450-1843 MAIL ADDRESS: STREET 1: 1660 SOUTH ALBION STREET STREET 2: SUITE 525 CITY: DENVER STATE: CO ZIP: 80222 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Alvin Fund, LLC CENTRAL INDEX KEY: 0001682812 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 215 WEST 98TH STREET, APT 10A CITY: NEW YORK STATE: NY ZIP: 10025 BUSINESS PHONE: 917-806-6570 MAIL ADDRESS: STREET 1: 215 WEST 98TH STREET, APT 10A CITY: NEW YORK STATE: NY ZIP: 10025 SC 13G/A 1 Alvin_13GA.txt ALVIN FUND 13GA ASPEN GROUP INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13GA Under the Securities Exchange Act of 1934 (Amendment No. 1)* Aspen Group, Inc. (Name of Issuer) Common stock (Title of Class of Securities) 04530L104 (CUSIP Number) April 10, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 Names of Reporting Persons Alvin Fund LLC 2 Check the Appropriate Box if a Member of a Group (a) [ ] (See instructions) (b) [X] 3 SEC USE ONLY 4 Citizenship or Place of Organization Delaware 5 Sole Voting Power 1,032,716 shares NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 0 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 1,032,716 shares 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by each Reporting Person 1,032,716 shares 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) [ ] 11 Percent of Class Represented by Amount in Row 9 7.641% 12 Type of Reporting Person IV, Reporting Person is a private investment company Item 1. Security and Issuer. This Amendment No. 1 to Schedule 13G is filed by and on behalf of the Reporting Persons (as defined in Item 2) to amend the Schedule 13G relating to the common stock (the "Common Stock" of the Aspen Group, Inc. (the "Issuer") "previously filed by the Reporting Persons on October 4, 2016 (the "Schedule 13G"). Except as otherwise provided herein, each Item of the Schedule 13G remains unchanged. Item 1(a). Name of Issuer. Aspen Group, Inc. Item 1(b). Address of Issuer's Principal Executive Offices. 1660 South Albion Street, Suite 525, Denver, CO 80222 Item 2(a). Name of Person Filing. George Melas-Kyriazi, Manager of Alvin Fund, LLC Item 2(b). Address of Principal Business Office or, if none, Residence. 215 West 98th Street, Apt 10A, New York, NY 10025 Item 2(c). Citizenship. Alvin Fund, LLC is a Delaware limited liability company Item 2(d). Title of Class of Securities. Common stock Item 2(e). CUSIP Number. 04530L104 Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated in its entirety as follows: Item 5 (a)-(b) Alvin Fund may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 1,032,716 shares of Common Stock which represent 7.641% of the Issuer's outstanding shares of Common Stock. (i) Sole power to vote or direct vote: 1,032,716 (ii) Shared power to vote or direct vote: 0 (iii) Sole power to dispose of or direct the disposition: 1,032,716 (iv) Shared power to dispose of or direct the disposition: 0 Signature After reasonable inquiry and to the best of his knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: April 27, 2017 Alvin Fund LLC /s/ George Melas-Kyriazi ________________________ By: George Melas-Kyriazi its: Manager Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)