SecProbe.io

May 14, 2012

Via Secure Email
James Kirsch
Chief Executive Officer
Professional Diversity Network, LLC
150 North Wacker Drive, Suite 2360
Chicago, IL 60606

Re: Professional Diversity Network, LLC
Confidential Draft Registration Statement on Form S -1
Submitted April 16, 2012
  CIK No. 0001546296

Dear  Mr. Kirsch :

We have reviewed your confidential draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended confidential draft registration statement or filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendm ent is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended confidential draft registration statement or filed registration statement,  we may have
additional comment s.

General

1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, please disclose on your prospectus cover page that
you are an emerging growth company and revise your prospectus to:
 Describe  how and when a company may lose emerging growth company status;
 Briefly describe the various exemptions that are available to you, such as exemptions
from Section 404(b) of the Sarbanes -Oxley Act of 2002 and Section 14A(a) and (b)
of the Securities Exchan ge Act of 1934; and
 State your election under Section 107(b) of the JOBS Act:

James Kirsch
Professional Diversity Network, LLC
May 14, 2012
Page 2

 o If you have elected to opt out of the extended transition period for complying with
new or revised accounting standards pursuant to Section 107(b), include a
statement that the e lection is irrevocable; or
o If you have elected to use the extended transition period for complying with new
or revised accounting standards under Section 102(b)(1), provide a risk factor
explaining that this election allows you to delay the adoption of new  or revised
accounting standards that have different effective dates for public and private
companies until those standards apply to private companies.  Please state in your
risk factor that, as a result of this election, your financial statements may not be
comparable to companies that comply with public company effective dates.
 Include a similar statement in your critical accounting policy disclosures.
In addition, consider describing the extent to which any of these exemptions are available
to you as a Smaller Reporting Company .

2. Please update your financial statements and related disclosures pursuant to Rule 8 -08 of
Regulation S -X.

3. Please supplementally  provide us with copies of any graphical materials or artwork you
intend to use in your prospectus.  Upon review of these materials, we may have further
comments.  Please refer to Question 101.02 of our Compliance and Disclosure
Interpretations relating to  Securities Act Forms  available on our website.

Prospectus Summary

4. We note your inclusion of defined terms  in the front of your prospectus, which is subject
to the plain English principles of Rule 421(d) of Regulation C.  Rule 421(d) provides that
information in the front of the prospectus must highlight information that is important for
investors, and must al so be easy to read.  See SEC Release No. 33 -7497.  The defined
terms should be moved to a section of the prospectus that is not subject to Rule 421(d).
To conform to the requirements of Rule 421(b), replace specialized definitions with short
descriptive p hrases that you use throughout the text.

5. It appears that you do not define your key metrics (i.e., unique visitors, number of visits,
members) until the Business section of the prospectus,  although these terms are used
throughout  the registration stateme nt.  Please include these definitions in the forepart of
the prospectus.

6. Please provide supplemental support for the following assertions regarding your market
position.

 You believe that “iHispano.com is the largest United States online professional
network catering to Hispanic -American professionals based on the number of
members, visits and unique visitors to the website.”

James Kirsch
Professional Diversity Network, LLC
May 14, 2012
Page 3

 You believe that AMightyRiver.com “is a leading online professional network
focused on African -Americans based on the number of visits and unique visitors to
the website.”

 You believe that “iHispano.com has more members and received more visits and
unique visitors than any other online diversity recruitment network focused on
Hispanic -Americans” and that you believe “AMightyRiver. com has more members
and received more visits and unique visitors than any other online diversity
recruitment network focused on African -Americans.”

7. Please provide a balanced discussion of the reported number of members on your
websites throughout the pro spectus.  We note your disclosure on page 24 that the
reported number of members in your networks is higher than the number of actual
individual members.  This appears to be material information that should be presented  in
the prospectus summary and busine ss section alongside your statistics regarding the
number of members on each of your websites.

8. Please consider highlighting your relationship with Apollo and Monster.com in the
forepart of your prospectus summary as it appears to be a material source of your
revenues.

9. With respect to all third -party statements in your prospectus -- such as market data by the
U.S. Equal Employment Opportunity Commission, Bureau of Labor Statistics, the
Kenan -Flagler Business School, Evercore Partners, and eMarketer, Inc. , among others  --
please provide us with the relevant portion of the industry research reports yo u cite.  To
expedite our review, please clearly mark each source to highlight the applicable portion
of the section containing the statistic, and cross -reference it to the appropriate location in
your prospectus.  Tell us whether any of the reports , other than those prepared by the
government,  were prepared for you or in connection with the offering.  Also, ensure that
the dates of the reports  are disclosed in the prospectus.

Risks Associated with Our Business

10. Please provide quantitative information regarding your material risks in the prospectus
summary to provide investors with additional context regarding the risk.  For example,
disclose the percentages of revenue that you have generated from your two customers.
As a further example, disclose the amount and percentage of shares held by your
directors, executive officers, and significant stockholders after the offering .

Company Information, page 11

11. Please tell us in more detail the timing of your plans to restruct ure Professional Diversity
Network, LLC into a Delaware corporation .  Explain when you plan to convert the

James Kirsch
Professional Diversity Network, LLC
May 14, 2012
Page 4

 company into a Delaware corporation and when each holder of an outstanding
membership interest will contribute to the company all of the right, title , and interest in
and to the holder’s entire ownership interest in the company.  With a view toward
disclosure, please tell us the number of parties that hold membership interest in the
company.

Risk Factors

12. We note that some of your risk factors discus s several distinct risks to the company or an
investment in the company’s securities under one heading.  Consider revising the risk
factors, particularly those listed in bullet point format on pages 21 -22 and 28 -29, to
provide separately captioned paragrap hs that address specifically how the conditions and
uncertainties present material risks to potential investors.

Nasdaq may delist our common stock from quotation on its exchange…, page 34

13. We note your disclosure that you will not offer your common stock unless you are
approved for listing on a national securities exchange.   Please tell us, with a view towards
disclosure,  the cond itions under which you will not offer the securities.

We are obligated to develop and maintain proper and effective inte rnal controls over financial
reporting…, page 36

14. Please clarify your disclosure in this risk factor regarding Section 404 of the Sarbanes -
Oxley Act to indicate the circumstances under which you would be first required to
provide the attestation report of an auditor with respect to management’s report on its
internal control over financial reporting.

15. We note that you are in the process of evaluating and correcting a material we akness in
your internal control  over financial reporting related to the segregation of duties.  While
we note that you have not yet remediated this weakness, please describe the steps you are
currently taking to correct this problem; disclose how long you estimate it will take to
remedi ate this weakness and disclose any material costs associated with your remediation
plan that you have incurred (or that you expect to incur).  To the extent that you have not
made any efforts to correct this weakness and you do not intend to do so in the n ear
future, please revise  to indicate as such.

Special Note Regarding Forward -Looking Statements, page 37

16. We note your statement that some of the information in the prospectus is based on
industry publications and reports ge nerated by third parties and  that you have not
independently verified  the third -party data .  You are responsible for the entire content of
the registration statement and should not include language that can be interpreted as a
disclaimer of information you have chosen to include.  Pl ease revise.

James Kirsch
Professional Diversity Network, LLC
May 14, 2012
Page 5

 Use of Proceeds, page 39

17. To the extent known, please provide more detail regarding the purposes for which the net
proceeds in this offering are intended to be used.  In this regard, consider disclosing the
amount of proceeds that you plan t o use to hire sales and marketing personnel and
additional product development personnel.  This section does not require disclosure of
definitive plans and it is acceptable to discuss preliminary plans.  See Item 504 of
Regulation S -K.

Capitalization, pa ge 40

18. At the top of page 40 you state the pro forma basis reflects the conversion of promissory
notes into shares of common stock.  Describe further the conversion terms  for these notes
and tell us  how you determined this adjustment meets the factually su pportable criteria of
Rule 11 -02(b)(6) of Regulation S -X such that it should be included  in your pro forma
disclosures.

19. Revise the table on page 40 to include a pro forma column (between the actual and pro
forma as adjusted columns) that reflects the completion of your corporate reorganization
and the conversion of the promissory notes.  Also, revise to include the notes payable in
the table, as appropriate, and ensure that the information included in the “actual” column
reflects the amount of converti ble debt and members equity from the most recent balance
sheet included in the filing.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview, page 44

20. Please expand your overview section to provide a balanced, exe cutive -level discussion
that identifies the most important themes or other significant matters with which
management is concerned primarily in evaluating the company’s financial condition and
operating results.  This should include, but is not limited to, discussing economic or
industry -wide factors relevant to you, and giving insight into material opportunities,
challenges and risks, such as those presented by known material trends and uncertainties,
on which your executives are most focused for both the s hort and long term, as well as
the actions they are taking to address these opportunities, challenges and risks.  See Item
303(a) of Regulation S -K and SEC Release No. 33 -8350. For example, consider
discussing the trends and uncertainties associated with y our relationship and dependence
with Monster and Apollo.

21. We note your disclosure on page 17 regarding the limitations in generating recruitment
revenue from other sources as you cannot compete directly or indirectly with Monster.
Please incorporate tho se disclosures here and include a discussion regarding how you

James Kirsch
Professional Diversity Network, LLC
May 14, 2012
Page 6

 believe such provisions will impact your future operations. We refer you to Item
303(a)(3)(ii) of Regulation S -K and SEC Release 33 -8350.

22. According to the  terms of your agreement with Monste r and Apollo it seems the majority
of your revenue is earned based on a flat fee and unless the terms are modified, future
revenue will not change with the exception of potential commissions to be earned under
the Monster agreement if job posts exceed cert ain thresholds.  Please clarify your
disclosure to identify this as a known trend noting how this will impact future operations,
or tell us why you do not believe such disclosure is necessary.  We refer you to Item
303(a)(3)(ii) of Regulation S -K and SEC R elease 33 -8350.

Results of Operations, page 44

23. There are several instances where two or more sources of a material change have been
identified, but the dollar amounts for each source that contributed to the change are not
disclosed.   For instance, you disclose on page 46 that the increase in net revenu e for your
consumer advertising and consumer marketing solutions was due to revenues derived
from the agreement with Apollo and to a lesser extent due to an overall increase in
professional hiring demand and further markets penetration of your consumer adv ertising
and consumer marketing solutions.  Revise your disclosures to quantify the sources that
contributed to a material change.   Please see Item 303(a)(3) of Regulation S -K and
Section III.B of SEC Release 33 -8350.

24. In your discussion of the changes in  general and administrative expense you provide a
cross reference to “Agreements with Directors and Executive Officers” for more
information about guaranteed payments.  However, the only reference that we noted was
on page 77 where you refer to $57,600 in guaranteed payments to Mr. Kirsch as part of
his compensation.  It remains unclear how this disclosure supports the $234,000 decrease
in guaranteed payments as discussed on page 46. Please explain. To the extent you are
referring to the fees paid for Mr. K irsch’s condominium, please revise your disclosures
both here and in your “Agreements with Directors and Executive Officers” section to
clarify the terms of this arrangement and its impact on your results of operations.

Liquidity and Capital Resources, page 50

25. Please revise your disclosures to clearly state whether your available funds and cash
flows from operations will satisfy your working capital requirements for the next twelve
months.  We refer you to FRC 501.03(a) and Section IV of Release No. 33 -8350.

26. Please tell us the typical payment terms for your arrangements and provide us with your
days sales outstanding for each period presented.

James Kirsch
Professional Diversity Network, LLC
May 14, 2012
Page 7

 Business

Overview, page 54

27. Please revise to include a materially complete description of your agreement with Apollo
from who you derive the majority of your consumer advertising and consumer marketing
solutions revenue.  We note that you provide some of the details of the agreement in the
notes to the financial statements on page F -18 and F -19 and on page 17 , such as the term
of the agreement,  you should provide a materially complete description in the Business
section.  The discussion should include the financial terms o