SecProbe.io

June 29, 2012

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

Re: Professional Diversity Network,  LLC
Registration Statement on Form S -1
Filed June 12, 2012
File No. 333 -181594

Dear  Mr. Kirsch :

We have reviewed your amended Form S -1 and have the following comments.  Where
indicated, we think you should revise your document in response to these com ments.  Unless
otherwise noted, where prior comments are referred to they refer to our letter dated May 14,
2012 .

General

1. Please supplementally provide us with any written materials that you or anyone
authorized to do so on your behalf provide s in reliance on Section 5(d) of the Securities
Act to potential investors that are qualified institutional buyers or institutional accredited
investors.  Similarly, please supplementally provide us with any research reports about
you that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act
of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any
broker or dealer that is participating or will participate in your offering.

Prospectus Cover Page

2. It appears that you have included disclosure regarding the Customer Stock Ownership
Plan on the cover page of the prospectus.   Please tell us why you believe that this
information is appropriate on the cover page and necessary to understand the offering that
you are registering in this prospectus.

3. Please consider disclosing on the cover page that your directors, executive officer and
significant stockholders will continue to hold a significant amount of shares and will

James Kirsch
Professional Diversity Network, LLC
June 29, 2012
Page 2

 continue to have substantial control ove r corporate matters.  This appears to be key
information that should be disclosed on the prospectus cover page.

Prospectus Summary, page 1

4. Please refer to prior comment 4 and move the defined terms, such as “professionals,”
“users,” and “diverse”) to a section of the prospectus that is not subject to the plain
English requirements of Rule 421(d) of Regulation C, such as the Management’s
Discussion and Analysis of Financial Condition and Results of Operations section.

5. We note  your response to prior comm ent 11 that you will organize as a Delaware
corporation as soon as practicable after your registration statement is effective and the
underwriting agreement is signed but prior to the closing the offering.  Please tell us
whether you intend to rely on Rule  414 of the Securities Act and, if so, what
consideration you have given to providing disclosure that the Delaware corporation will
succeed to the obligations of the LLC.  Further, t ell us whether there is a binding
contractual obligation that provides tha t the members of the company will contribute
100% of their membership interests of the LLC to the newly formed corporation, other
than an understanding that these members will exchange their notes for shares of the
common stock.  If not, tell us what will occur if the conversion does not occur and the
impact that this will have on the company and this offering.
Risks Associated with  Our Business, page 8
6. Please tell us whether you will be deemed a “controlled company” as defined by Nasdaq
Rule 5615(a) and , if so,  whether you intend to rely on any exemptions as a controlled
company.  If applicable, disclose on your prospectus cover page and prospectus summary
that you are a controlled company and add a risk factor that discusses the effect, risks and
uncerta inties of being designated a controlled company.

Summary Financial Data, page 12

7. Please revise your balance sheet data table on page 13 to include a “Pro forma” column
and a “Pro forma as adjusted” column, both reflecting respective adjustments, as
described, similar to the presentation in the capitalization table on page 30 (as adjust ed
for the Staff’s comment below).

Capitalization, page 30

8. In order to provide a clearer presentation to investors, please further revise your
capitalization table by combining the second and third bullet points where you describe
the “pro forma basis”  adjustments into one bullet point so that each bullet will correspond
to a specific column in the table.  Further revise the title of the “Reorganization

James Kirsch
Professional Diversity Network, LLC
June 29, 2012
Page 3

 Adjustments” column to “Pro forma” so as to use terminology that is consistent with that
in your bull et point description.

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

Overview, page 34

9. We note your revised disclosures regarding recruitment and advertising revenue in
response to prior comment 22.  However, it re mains unclear that your ability to generate
additional recruitment revenue will be limited unless job posts exceed certain thresholds,
which to date, they have not or unless you can renew your agreement on more favorable
terms.  Please further clarify this  in your disclosures noting the potential impact on future
operations.  For example, you state that if you renew your agreement with Monster
Worldwide, you will seek favorable modifications to amounts payable by Monster.
Please clarify that to the extent you are unable to negotiate such terms, your recruitment
revenues may experience, minimal or no growth.

10. With regards to your revised advertising disclosure on page 35, you state that unless you
earn additional advertising revenue from clients outside of  the higher education sector,
your ability to generate additional “recruitment” revenue is limited.  Please clarify
whether this should say your ability to generate additional advertising  revenue is limited
and if so, please revise.

Key Components of Ou r Results of Operations, page 36

11. We note your response to prior comment 24 and your revised disclosure on page 39
regarding the condominium in Miami.  You refer to these payments as “guaranteed
payments” and it is unclear to whom these payments are guaran teed, i.e., Mr. Krisch, the
bank, or another party.  Please explain to us specifically what arrangement the company
has entered into related to this transaction and tell us what payments are required and to
whom the company is obligated to make such paymen ts.  To the extent you are a
guarantor within the scope of ASC 460, please tell us how you considered disclosing this
transaction pursuant to ASC 460 -10-50.  If the arrangement is not within the scope of
ASC 460, but you otherwise have an obligation to mak e payments either directly to Mr.
Krisch or to others on his behalf, please tell us your consideration to disclose that
arrangement pursuant to the guidance in ASC 440.  Lastly you note on page 68 that the
company will no longer pay the condominium costs e ffective as of a certain date in 2012.
Please explain whether these are the terms under the current agreement, whether you
intend to amend the current agreement, or whether you otherwise determined you will
stop paying these costs.  Please revise your dis closures accordingly to clarify such terms.

James Kirsch
Professional Diversity Network, LLC
June 29, 2012
Page 4

 Liquidity and Capital Resources, page 50

12. We note your response to prior comment 26 where you state that the payment terms from
your two primary customers, Monster Worldwide and Apollo Group are 45 and 60 days,
respectively and your Days Sales Outstanding was 105 days for 2011 and 92 days for the
three months ended March 31, 2012.  It appears that disclosing this information and
explaining the reason for the significant difference between the payment terms and the
actual collection periods would be beneficial information to investors in understandi ng
your large accounts receivable balance as well as your overall liquidity position.  Please
revise your disclosures accordingly.

Executive Compensation

Guaranteed Payments, page 66

13. We note your revised disclosure in response to prior comment 35 that  the guaranteed
payments to Mr. Kirsch in 2010 and 2011 were pursuant to a 2004 agreement in which
Mr. Kirsch was guaranteed payments equal to 30% of the total debt payments made
towards the Ladurini Family.  Please disclose this arrangement and the paymen ts made to
Mr. Kirsch as a related party transaction.  Notwithstanding your cross -reference to the
executive compensation disclosure, it appears that this transaction should be more
explicitly disclosed on page 68.  Further, please tell us, with a view tow ard disclosure, the
business purpose for the gu aranteed payments to Mr. Kirsch.  Finally, tell us what
consideration you have given to filing the 2004 agreement as a related party agreement
pursuant to Item 601(b)(10)((ii)(A) of Regulation S -K.

Notes to  Financial Statements

Note 3.  Summary of Significant Accounting Policies

Revenue Recognition, page F -7

14. We note your revised disclosures with regards to the Apollo Group Agreements in Note
10.  Please explain further your revenue recognition policy for this arrangement.  In this
regard, we note that the second media schedule with Apollo Group provides for annual
income of $1.55 million subject to two year performance audit rights, fixed monthly
amounts and 99.9% site availability.  You also refer to cert ain minimum monthly website
visits on page F -7.  Tell us how you account for the revenue in this arrangement (e.g.,
ratably over the term) and tell us how you factor these performance conditions into your
policy.

15. Please revise your disclosures here to i ncorporate the information provided in your
response to prior comment 39 regarding your revenue sharing agreements.  Also, when
your partners invoice you for their share of the revenue, tell us to which expense account

James Kirsch
Professional Diversity Network, LLC
June 29, 2012
Page 5

 you record this charge.  In addition,  for arrangements in which the advertising is sold by
the professional organizations, tell us whether you invoice the partners for only your
portion of the revenue share or some other amount.

Note 7. Notes Payable to Members

16. Please revise your disclosur es (either here or in the subsequent events footnote) to
include a discussion of the conversion terms for the members notes.

Note 8. Commitments and Contingencies

17. You state on 66 that Mr. Krisch  will receive guaranteed payments equal to 30% of the
total debt payments made towards the Ladurini Family Trust promissory notes.  Please
clarify whether these payments will be made by the company in addition to the amounts
currently due on the Ladurini F amily Trust promissory notes or whether the Ladurini
Family will pay this guarantee out of the Trust’s funds.  Also, tell us how the terms of the
guaranteed payments are impacted if the notes are converted into common stock.  In
addition, tell us your cons ideration for disclosing this obligation and the pertinent terms
of the agreement here.

Exhibits

18. We note that you intend to seek confidential treatment for portions of your exhibits.  Be
advised that we will review the applications when they are submit ted and provide any
comments separately.  Any such comments will need to be resolved prior to the effective
date of the registration statement.

You may contact Melissa Kindelan  at (202) 551 -3564 or Kathleen Collins, Accounting
Branch Chief, at (202) 551 -3499  if you have questions regarding comments on the financial
statements and related matters.  Please contact Jan Woo, Staff Attorney,  at (202)  551-3453 or me
at (202) 551 -3735  with any other questions.

Sincerely,

 /s/ Barbara C. Jacobs

Barbara C. Jacobs
Assis tant Director

cc: Via Email
Brian Lee, Esq.
SNR Denton US LLP