SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 11, 2025

Paul Pinkston
Chief Accounting Officer
Pedevco Corp
575 N. Dairy Ashford
Suite 210
Houston, Texas 77079

 Re: Pedevco Corp
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed March 31, 2025
 File No. 001-35922
Dear Paul Pinkston:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year ended December 31, 2024
Business
Production, Sales Price and Production Costs, page 20

1. Please expand the presentation for the Chaveroo and the Wattenberg
Fields to disclose
 production, by final product sold, of oil, gas, and other products, such
as natural gas
 liquids to comply with Item 1204(a) of Regulation S-K.

Drilling Activity, page 21

2. Please expand your disclosure to include your present activities,
including the number
 of gross and net wells in the process of being drilled, completed, or
waiting on
 completion, and any other related activities of material importance as
of December 31,
 2024 to comply with Item 1206 of Regulation S-K.
 August 11, 2025
Page 2

Well Summary, page 21

3. Please expand the disclosure of the number of total gross and net
productive crude oil
 and natural gas wells in which you have a working interest to
additionally include
 wells with royalty interests as of the end of the fiscal year to comply
with Item
 1208(a) of Regulation S-K.

Financial Statements
Note 4 - Restatement of Previously Issued Consolidated Financial Statements,
page 95

4. We note your disclosure indicating that on March 28, 2025, you concluded
that
 an overstatement of depletion expense was material to your 2022 and 2023
financial
 statements and although it appears that you reached this conclusion
subsequent to
 filing all three of your 2024 interim reports, you do not appear to have
addressed the
 impact to those prior quarterly reports. We also note that your
financial statements for
 the first quarter of 2024, as presented for comparative purposes in your
interim report
 for the first quarter of 2025, do not appear to reflect the error
correction.

 Please tell us the effects of the depletion expense errors impacting
each of your 2023
 and 2024 interim periods and explain how you considered the requirements
pertaining
 to error corrections impacting prior interim periods in FASB ASC
250-10-50-11.

Note 14 - Income Taxes, page 108

5. We note that the Other Adjustments amount of $9.3 million in your
federal income
 tax reconciliation for 2024 exceeds your statutory income tax expense of
$1.1 million
 and represents 184% of income before tax in 2024. Please expand your
disclosure to
 describe the composition of this item to include identifying and
quantifying any
 components that exceed five percent of the statutory amount.

Reserves, page 112

6. Please modify your discussion of the changes in total proved reserves to
more clearly
 align explanations and associated quantities to the corresponding line
items in the
 reserves reconciliation. For example, discuss the net changes due to
purchases in place
 separately from the net changes due to revisions of previous estimates.

 Please ensure that your discussion covers the revisions for each period
and identifies
 and quantifies the individual underlying factors having material
affects. For example,
 this should include the affects of changes in commodity prices, costs,
interests, well
 performance, improved recovery, unsuccessful and/or uneconomic proved
 undeveloped locations, or changes resulting from the removal of proved
undeveloped
 locations due to changes in a previously adopted development plan.

 Please refer to FASB ASC 932-235-50-5 and Instruction 1 to Item 302(b)
of
 Regulation S-K if you require further clarification or guidance. Please
submit the
 August 11, 2025
Page 3

 revisions that you proposed to address the aforementioned guidance,
covering the
 significant changes due to revisions for both 2023 and 2024.

7. Please expand the tabular presentation of proved developed and proved
undeveloped
 reserves by individual product type on page 112 to also include the net
quantities at
 the beginning of the initial year shown in the reconciliation (i.e.,
December 31, 2022)
 to comply with FASB ASC 932-235-50-4.

Supplemental Information on Oil and Gas Producing Activities (Unaudited)
Reserves, page 112

8. Given that you disclose material additions to your proved reserves for
the year ended
 December 31, 2024, a discussion of the technologies used to establish the
appropriate
 level of certainty for the estimates of reserves should be provided to
comply with Item
 1202(a)(6) of Regulation S-K.

Proved Undeveloped Reserves, page 113

9. Please modify your reconciliations showing the changes in proved
undeveloped
 reserves for 2023 and 2024 to separately present and quantify the types
of changes
 that are presently reflected in the "Additions" line item, such as
purchases of minerals
 in place, and extensions and discoveries, and expand your disclosure to
include an
 explanation for each type of change to comply with Item 1203(b) of
Regulation S-K.

10. Based on the disclosures provided in your annual reports for the fiscal
years ending
 December 31, 2024, 2023, 2022, 2021 and 2020, it appears that you
converted
 approximately 0%, 6%, 7%, 5% and 0%, respectively, of the opening balance
of
 proved undeveloped reserves during those periods. We also note that you
reported
 material revisions to previously disclosed proved undeveloped reserves
during each of
 those years, which you attribute to changes in your five-year development
plans.

 Tell us how you have taken into consideration your low historical
conversion rates
 and the frequent and ongoing changes to your development plans in
determining
 whether the additions and year-end proved undeveloped reserve estimates
would
 satisfy the criteria for recognition in Rule 4-10(a)(31)(ii) of
Regulation S-X, and the
 answer to Question 131.04 in our Compliance and Disclosure
Interpretations (C&DIs)
 regarding Oil and Gas Rules. Please explain to us how the characteristics
of your
 development plans would compare to, or would need to change to align
with, those of
 a development plan that arises from a final investment decision, in your
view.

 However, if you believe that you have fully adhered to the aforementioned
criteria in
 disclosing estimates of proved undeveloped reserves, provide us with a
description of
 your internal processes for establishing development plans, to include
details of the
 processes, criteria applied, and individuals involved in (i) identifying
and selecting
 locations for development; (ii) determining that plans or changes to
plans would align
 August 11, 2025
Page 4

 with management objectives, and (iii) approving the plans.

 Under these circumstances, also provide us with details of the
development plans that
 you concluded would result in the conversion of the 14.3 MMBoe of proved
 undeveloped reserves (79% of your total proved reserves) reported as of
December
 31, 2024, within five years of your initial disclosure of such reserves.

 Provide us with a schedule showing the particular locations and
associated reserve
 quantities that comprise the total at the end of each of the last five
fiscal years,
 reconciled between each period to show increases for both initial
recognitions and
 recognitions following derecognitions, and decreases due to changes in
plans, sales of
 interests, or conversions; include explanations of the circumstances
under which any
 quantities that comprise a total were previously derecognized, and all
relevant dates.

11. Please provide us with the development schedule relating to your proved
undeveloped
 reserves as of December 31, 2024, including details that show for each
future annual
 period, (1) the number of gross wells to be drilled, (2) the associated
net quantities of
 reserves, (3) the estimated capital expenditures necessary to convert
such reserves to
 developed reserves, and (4) any changes made or expected to be made in
the schedule
 that would deviate from the definition in Rule 4-10(a)(31)(ii) of
Regulation S-X.

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil
and
Natural Gas Reserves, page 114

12. Please expand the disclosures accompanying your presentation of the
standardized
 measure to clarify whether your estimates of future cash flows take into
account the
 estimated abandonment costs for your proved properties, to address the
requirement in
 FASB ASC 932-235-50-36. However, if you have excluded abandonment costs
 associated with your proved developed or undeveloped locations from the
 standardized measure reported for either of the last two fiscal years,
tell us the
 amounts excluded and explain to us your rationale.

Item 9A. Controls and Procedures
Management's Report on Internal Control Over Financial Reporting , page 116

13. We understand from your disclosures in financial statement Notes 4 and
12 that
 you restated certain balances in the net deferred tax asset / deferred
tax liability
 schedule to correct an error in conjunction with the restatement of
depreciation,
 depletion, amortization and accretion.

 You also disclosed there was a material weakness in the preparation of
the tax
 provision in your risk factors on page 63 and in Management s Report
on Internal
 Control Over Financial Reporting, although it is unclear from your
disclosure how the
 errors in the tax provision were identified.
 August 11, 2025
Page 5

 Please expand your disclosures regarding the material weaknesses in your
internal
 control over financial reporting to comply with Item 308(a)(3) of
Regulation S-K.

 For example, include details as to the nature and amount of the errors,
the periods
 impacted, how and when the errors were identified, and your remediation
plans.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Gus Rodriguez at 202-551-3752 or John Cannarella at
202-551-3337 if
you have questions regarding comments on the financial statements and related
matters.
Please contact John Hodgin at 202-551-3699 or Karl Hiller at 202-551-3686 with
any
questions regarding the other comments.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>