SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

 January 25 , 2018

By E-Mail

Thomas C. Dearmin
12 Goodyear
Suite 110
Irvine, CA  92618

Re: Applied Energetics, Inc.
Preliminary Proxy Statement  filed by Bradford T. Adamczyk, Jonathan R.
    Barcklow, Thomas C. Dearmin, John E. Schultz Jr., and Oak Tree Asset
    Management Ltd.
Filed on January 18, 2018
File No. 001-14015

Dear M r. Dearmin :

We have reviewed your filing and have the following comments. In some of our comments,
we may ask you to provide us with information so we may bett er understand your disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response. If you do no t
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to th is comment , we m ay have additional comments.

Preliminary Proxy Statement
Proposal 2 – Removal of Directors
1. We note that your proposal to remove Mr. Farley as a director is based on cause, as
required by Delaware law. Please revise your disclosure to describe the standard  by
which cause would be evaluated under Delaware law (i.e., are your allegations sufficient
to remove a director under the relevant provision of Delaware law?). Also, describe how
a determination of whether there is sufficient cause would be made  and, as suming such
determination is made by a Delaware court, the consequences to the company’s board
membership if the Delaware court determines that your allegations are insufficient to
remove Mr. Farley, assuming y ou obtain sufficient consents.

Thomas C. Dearmin
January 2 5, 2018
Page 2

Proposal 3 – Election  of Directors
2. We note your disclosure that, regardless of the result in proposal 2, your first elected
nominee will constitute Mr. Farley successor under Delaware law and the company’s
organizational documents. Please revise your disclosure to d isclose, if true, that the
election of a successor nominee in these circumstances may be effected by written
consents instead of an annua l meeting of security holders.
3. We note your disclosure on page 14 that you may introduce substitute or additional
nominees. Advise us, with a view towards revised disclosure, whether the participants are
required to identify or nominate such substitute nominees in order to comply with any
applicable company advance notice bylaw. In addition, please confirm for us that should
the participants lawfully identify or nominate substitute nominees before the meeting, the
participants will file an amended proxy statement that (1) identifies the substitute
nominees, (2) discloses whether such nominees have consented to being nam ed in the
revised proxy statement and to serve if elected and (3) includes the disclosure required by
Items 5(b) and 7 of Schedule 14A with respect to such nominees.
4. We note your disclosure on page 15 that your first -elected nominee would fix the size of
the board at three immediately upon his election and allow the security holders to elect
two other directors. With a view toward revising your proxy statement, please provide us
your analysis of whether the election of the first nominee should separated f rom the
election of the remaining nominees, given that currently the size of the board appears to
be one. Refer to Rule 14a -4(a)(3).

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstandin g any review, comments, action or absence of action by the staff

Please direct any questions to me at (202) 551 -3619.

        Sincerely,

        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions