海角官方app

FORM D

Notice of Exempt Offering of Securities

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

OMB APPROVAL

OMB Number: 3235-0076

Expires: June 30, 2012

Estimated Average burden hours per response: 4.0

1. Issuer's Identity

CIK (Filer ID Number)

Previous Name(s)

None

Entity Type

0001487198

Elite Nutritional Brands, Inc.

Hidden Ladder, Inc.

Corporation

Limited Partnership

听Limited Liability Company

听General Partnership

听Business Trust

Other听

Name of Issuer

听ASPEN GROUP, INC.

Jurisdiction of Incorporation/Organization

DELAWARE听

Year of Incorporation/Organization

Over Five Years Ago

Within Last Five Years (Specify Year)

2010

Yet to Be Formed

听

听听

听

2. Principal Place of Business and Contact Information

Name of Issuer

听ASPEN GROUP, INC.

Street Address 1

Street Address 2

听720 S. Colorado Blvd.

听Suite 1150N

City

State/Province/Country

ZIP/Postal Code

Phone No. of Issuer

听Denver

听COLORADO

听

听80246

听646-450-1843听

3. Related Persons

Last Name

First Name

Middle Name

Mathews

Michael

Street Address 1

Street Address 2

听224 West 30th Street听

听Suite 604

City

State/Province/Country

ZIP/Postal Code

听New York

听NEW YORK

听10001

听

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Chief Executive Officer

Last Name

First Name

Middle Name

Scheibelhoffer

John

Street Address 1

Street Address 2

听838 Scioto Dr.听

听

City

State/Province/Country

ZIP/Postal Code

听Franklin Lakes

听NEW JERSEY

听07417

听

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

听

Last Name

First Name

Middle Name

D'Anton

Michael

Street Address 1

Street Address 2

听14 Sheep Rock Rd.听

听

City

State/Province/Country

ZIP/Postal Code

听Kinnelon

听NEW JERSEY

听07465

听

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

听

Last Name

First Name

Middle Name

Schneier

Paul

Street Address 1

Street Address 2

听12 High Point Dr.听

听

City

State/Province/Country

ZIP/Postal Code

听Springfield

听NEW JERSEY

听07801

听

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

听

Last Name

First Name

Middle Name

Pasi

David

Street Address 1

Street Address 2

听26 Hunter Trail听

听

City

State/Province/Country

ZIP/Postal Code

听Warren

听NEW JERSEY

听07059

听

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

听

Last Name

First Name

Middle Name

Powers

Brad

Street Address 1

Street Address 2

听224 West 30th Street听

听Suite 604

City

State/Province/Country

ZIP/Postal Code

听New York

听NEW YORK

听10001

听

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Chief Marketing Officer

Last Name

First Name

Middle Name

Jensen

James

Street Address 1

Street Address 2

听650 Bellevue Way NE听

听No. 3704

City

State/Province/Country

ZIP/Postal Code

听Bellevue

听WASHINGTON

听98004

听

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

听

Last Name

First Name

Middle Name

Garrity

David

Street Address 1

Street Address 2

听224 West 30th Street听

听Suite 604

City

State/Province/Country

ZIP/Postal Code

听New York

听NEW YORK

听10001

听

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Chief Financial Officer

Last Name

First Name

Middle Name

Williams

Gerald

Street Address 1

Street Address 2

听720 S. Colorado Blvd.听

听Suite 1150N

City

State/Province/Country

ZIP/Postal Code

听Denver

听COLORADO

听80265

听

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

President

Last Name

First Name

Middle Name

Siegel

Angela

Street Address 1

Street Address 2

听720 S. Colorado Blvd.听

听Suite 1150N

City

State/Province/Country

ZIP/Postal Code

听Denver

听COLORADO

听80265

听

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Executive VP Marketing

Last Name

First Name

Middle Name

Rich

Sanford

Street Address 1

Street Address 2

听26 Beach Drive听

听

City

State/Province/Country

ZIP/Postal Code

听Darien

听CONNECTICUT

听06820

听

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

听

4. Industry Group

听	Agriculture
	Banking & Financial Services
听	听	Commercial Banking
听	听	Insurance
听		Investing
听	听	Investment Banking
听	听	Pooled Investment Fund
听		Other Banking & Financial Services
听	Business Services
	Energy
听	听	Coal Mining
听	听	Electric Utilities
听	听	Energy Conservation
听	听	Environmental Services
听	听	Oil & Gas
听	听	Other Energy

	Health Care
听	听	Biotechnology
听	听	Health Insurance
听	听	Hospitals & Physicians
听	听	Pharmaceuticals
听	听	Other Health Care
听	听	听
听	听	听
听	听	听
听	听
听	Manufacturing
	Real Estate
听		Commercial
听		Construction
听		REITS & Finance
听		Residential
		Other Real Estate

听	Retailing
	Restaurants
	Technology
	听	Computers
	听	Telecommunications
		听Other Technology


	Travel
		听Airlines & Airports
		听Lodging & Conventions
		听Tourism & Travel Services
		听Other Travel
	Other

听听

听听听

5. Issuer Size

Revenue Range		Aggregate Net Asset Value Range
	No Revenues	听	No Aggregate Net Asset Value
听	$1 - $1,000,000		$1 - $5,000,000
听	$1,000,001 - $5,000,000	听	$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000	听	$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000	听	$50,000,001 - $100,000,000
听	Over $100,000,000	听	Over $100,000,000
听	Decline to Disclose	听	Decline to Disclose
听	Not Applicable	听	Not Applicable

听

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))	Rule 505	听听听	听听听
Rule 504 (b)(1)(i)	Rule 506
Rule 504 (b)(1)(ii)	Securities Act Section 4(6)
Rule 504 (b)(1)(iii)	Investment Company Act Section 3(c)

听

7. Type of Filing

听

New Notice

Date of First Sale听

2012-03-15

听

First Sale Yet to Occur

听

Amendment

听

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

听

Yes

听

9. Type(s) of Securities Offered (select all that apply)

	Pooled Investment Fund Interests		Equity
	Tenant-in-Common Securities		Debt
	Mineral Property Securities		Option, Warrant or Other Right to Acquire Another Security
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)
			听

听

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?

听

Yes

听

Clarification of Response (if Necessary)

听

11. Minimum Investment

Minimum investment accepted from any outside investor

听50000

USD

12. Sales Compensation

Recipient听

Recipient CRD Number

None

听Laidlaw & Company (UK) Ltd.

听119037

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

听听

Street Address 1

听听听听听 Street Address 2

90 Park Avenue

听

City

State/Province/Country

ZIP/Postal Code

听New York

听NEW YORK

听10016

State(s) of Solicitation

All States

Foreign/Non-US

听

NEW YORK

13. Offering and Sales Amounts

听

Total Offering Amount

2000000

USD

Indefinite

Total Amount Sold

150000

USD

Total Remaining to be Sold

1850000

USD

Indefinite

Clarification of Response (if Necessary)

听听

听

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering

听听

听

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

听

15. Sales Commissions & Finders鈥� Fees Expenses

Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions

200000

USD

Estimate

Finders' Fees

USD

Estimate

Clarification of Response (if Necessary)

The Company has agreed to pay Laidlaw a fee of 10% cash and 10% 5 year warrants except where securities are sold by officers where Laidlaw will get 5% cash and 5% 5 year warrants.

听

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

听

$听

50000

USD

Estimate

Clarification of Response (if Necessary)

听

Signature and Submission

听
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission听

听

In submitting this notice, each Issuer named above is:

听

Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.

Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:听 (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).

听

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

听

Issuer

Signature

Name of Signer

Title

Date

ASPEN GROUP, INC.

/s/ David Garrity

David Garrity

Chief Financial Officer

2012-03-23