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SEC Comment Letter for AEI INCOME & GROWTH FUND 25 LLC (CIK 0001185198) — Apr 11, 2005

AEI INCOME & GROWTH FUND 25 LLC (CIK 0001185198)
Date: April 11, 2005 · CIK: 0001185198 · Accession: 0000000000-05-017385

AI Filing Summary & Sentiment

File numbers found in text: 333-99677

Date
April 11, 2005
Author
Peggy Kim
Form
UPLOAD
Company
AEI INCOME & GROWTH FUND 25 LLC (CIK 0001185198)

Letter

April 11, 2005 Mail Stop 0409 Robert P. Johnson AEI Income & Growth Fund 25 LLC 30 East Seventh Street, Suite 1300 St. Paul, Minnesota 55101

Re: AEI Income & Growth Fund 25 LLC Post-Effective Amendment No. 7 to Form SB-2 Filed April 6, 2005 File No. 333-99677

Dear Mr. Johnson:

We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Form SB-2

1. We note that you are filing the post-effective amendment partly in connection with your Item 20.D. undertaking under Guide 5. We further note that you have not included audited financial statements meeting the requirements of Rule 3-14 of Regulation S-X for Jared Jewelry, which was acquired during the offering period. Please advise us or amend your post-effective amendment to include the audited financial statements of your acquisition. Refer to Item 20.D. of Guide 5.

* * * * As appropriate, please amend your filing in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Before the amended registration statement is declared effective pursuant to Section 8 of the Securities Act, the company should provide us a letter, acknowledging that:

? should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

? the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

? the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.

Please contact Jeffrey A. Shady, Staff Attorney, at (202) 942- 1901 or the undersigned at (202) 942-2987 with any other questions.

Sincerely,
Peggy Kim
Senior Counsel

Show Raw Text
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<TEXT>

April 11, 2005

Mail Stop 0409

Robert P. Johnson
AEI Income & Growth Fund 25 LLC
30 East Seventh Street, Suite 1300
St. Paul, Minnesota 55101

Re:	AEI Income & Growth Fund 25 LLC
	Post-Effective Amendment No. 7 to Form SB-2
	Filed April 6, 2005
	File No. 333-99677

Dear Mr. Johnson:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form SB-2

1. We note that you are filing the post-effective amendment partly
in
connection with your Item 20.D. undertaking under Guide 5.  We
further note that you have not included audited financial
statements
meeting the requirements of Rule 3-14 of Regulation S-X for Jared
Jewelry, which was acquired during the offering period.  Please
advise us or amend your post-effective amendment to include the
audited financial statements of your acquisition.  Refer to Item
20.D. of Guide 5.

*  *  *  *
      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us a letter, acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      Please contact Jeffrey A. Shady, Staff Attorney, at (202)
942-
1901 or the undersigned at (202) 942-2987 with any other
questions.

      Sincerely,

      Peggy Kim
      Senior Counsel

cc:	Thomas O. Martin, Esq. (via facsimile)
	Dorsey & Whitney LLP
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AEI Income & Growth Fund 25 LLC
Page 2

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