Filing Details

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

Aspen Group Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

04530L203

(CUSIP Number)

Long Focus Capital Management LLC
207 Calle Del Parque
A&M Tower, 8th Floor
San Juan, PR 00912
(787) 333-0240

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

February 10, 2022

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o  Rule 13d-1(b)
x  Rule 13d-1(c)
o  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 disclosures provided in a prior cover page.

The information required on 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).

CUSIP No. 04530L203		13G		Page 2 of 10 Pages

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LONG FOCUS CAPITAL MANAGEMENT, LLC 46-2772035
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    x (b)    o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE, USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.		SOLE VOTING POWER     0
		6.		SHARED VOTING POWER   1,501,163
		7.		SOLE DISPOSITIVE POWER   0
		8.		SHARED DISPOSITIVE POWER   1,501,163

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,501,163 shares
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    o
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0%
12.		TYPE OF REPORTING PERSON (see instructions) OO

CUSIP No. 04530L203		13G		Page 3 of 10 Pages

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LONG FOCUS CAPITAL MASTER, LTD. 46-3004723
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    x (b)    o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   CAYMAN ISLANDS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.		SOLE VOTING POWER   0
		6.		SHARED VOTING POWER   740,000
		7.		SOLE DISPOSITIVE POWER   0
		8.		SHARED DISPOSITIVE POWER   740,000

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 740,000 shares
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    o
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.9%
12.		TYPE OF REPORTING PERSON (see instructions) FI

CUSIP No. 04530L203		13G		Page 4 of 10 Pages

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CONDAGUA, LLC 47-3021161
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    x (b)    o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE, USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.		SOLE VOTING POWER   0
		6.		SHARED VOTING POWER   761,163
		7.		SOLE DISPOSITIVE POWER   0
		8.		SHARED DISPOSITIVE POWER   761,163

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 761,163 shares
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    o
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.0%
12.		TYPE OF REPORTING PERSON (see instructions) OO

CUSIP No. 04530L203		13G		Page 5 of 10 Pages

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JOHN B. HELMERS
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    x (b)    o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.		SOLE VOTING POWER   0
		6.		SHARED VOTING POWER   1,501,163
		7.		SOLE DISPOSITIVE POWER   0
		8.		SHARED DISPOSITIVE POWER   1,501,163

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,501,163 shares
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    o
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0%
12.		TYPE OF REPORTING PERSON (see instructions) IN

CUSIP No. 04530L203		13G		Page 6 of 10 Pages

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) A. GLENN HELMERS
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    x (b)    o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.		SOLE VOTING POWER   0
		6.		SHARED VOTING POWER   761,163
		7.		SOLE DISPOSITIVE POWER   0
		8.		SHARED DISPOSITIVE POWER   761,163

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 761,163 shares
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    o
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.0%
12.		TYPE OF REPORTING PERSON (see instructions) IN

CUSIP No. 04530L203		13G		Page 7 of 10 Pages

Item 1.

	(a)	Name of Issuer Aspen Group, Inc.
	(b)	Address of Issuer’s Principal Executive Offices 276 5th Avenue Suite 505 New York, NY 10001

Item 2.

	(a)	Name of Person Filing LONG FOCUS CAPITAL MANAGEMENT, LLC LONG FOCUS CAPITAL MASTER, LTD. CONDAGUA, LLC JOHN B. HELMERS A. GLENN HELMERS
	(b)	Address of the Principal Office or, if none, residence 207 CALLE DEL PARQUE A&M TOWER, 8TH FLOOR SAN JUAN, PR 00912
	(c)	Citizenship Long Focus Capital Management, LLC, a Delaware single member limited liability company; Long Focus Capital Master, LTD., a Cayman Islands limited company; Condagua, LLC, a Delaware single member limited liability company; John B. Helmers, a United States citizen; and A. Glenn Helmers, a United States citizen.
	(d)	Title of Class of Securities COMMON STOCK
	(e)	CUSIP Number 04530L203

CUSIP No. 04530L203		13G		Page 8 of 10 Pages

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Long Focus Capital Master, Ltd. is the beneficial owner of record of 740,000 shares of Common Stock. Condagua, LLC is the beneficial owner of record of 761,163 shares of Common Stock. Long Focus Capital Management, LLC (“LFCM”) and John B. Helmers may be deemed to beneficially own the 740,000 shares of Common Stock held by the Long Focus Capital Master, Ltd. and the 761,163 shares of Common Stock held by Condagua, LLC as the family office investment adviser and the principal of LFCM, respectively. A. Glenn Helmers is the beneficial owner of the 761,163 shares of Common Stock held by Condagua, LLC.

 

(b)

Percent of class owned:

Condagua, LLC; A. Glenn Helmers: 3.0%

Long Focus Capital Master, Ltd.: 2.9%

Long Focus Capital Management, LLC; John B. Helmers: 6.0%

 

(c)

Long Focus Capital Management, LLC and John B. Helmers may direct the vote and disposition of the 740,000 shares of Common Stock held by Long Focus Capital Master, Ltd.

Long Focus Capital Management, LLC, John B. Helmers, and A.Glenn Helmers may direct the vote and disposition of the 761,163 shares of Common Stock held by Condagua, LLC.

 

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

CUSIP No. 04530L203		13G		Page 9 of 10 Pages

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

 

Instruction. Dissolution of a group requires a response to this item.

 

NOT APPLICABLE

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

NOT APPLICABLE

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

NOT APPLICABLE

 

Item 8. Identification and Classification of Members of the Group.

 

NOT APPLICABLE

 

Item 9. Notice of Dissolution of Group.

 

NOT APPLICABLE

 

Item 10. Certification.

 

(a)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

(b)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 04530L203		13G		Page 10 of 10 Pages

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: May 20, 2022

 

	LONG FOCUS CAPITAL MANAGEMENT, LLC
	/s/ John B. Helmers
	John B. Helmers/Managing Member
	LONG FOCUS CAPITAL MASTER, LTD.
	BY: LONG FOCUS CAPITAL MANAGEMENT, LLC
	ITS: INVESTMENT ADVISER
	/s/ John B. Helmers
	John B. Helmers/Managing Member
	CONDAGUA, LLC
	/s/ A. Glenn Helmers
	A. Glenn Helmers/Managing Member
	JOHN B. HELMERS
	/s/ John B. Helmers
	John B. Helmers
	A. GLENN HELMERS
	/s/ A. Glenn Helmers
	A. Glenn Helmers