SecProbe.io

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 September 17, 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 completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
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CORRESP
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 filename1.htm

 ped_corresp.htm September 15, 2025 John Hodgin United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549-3561 Re: PEDEVCO Corp Form 10-K for the Fiscal Year ended December 31, 2024 Filed March 31, 2025 File No. 001-35922 Ladies and Gentlemen: Set forth below are the responses of PEDEVCO Corp. (the “ Company ,” “ we ,” “ us ” or “ our ”) to comments received from the staff of the Division of Corporation Finance (the “ Staff ”) of the Securities and Exchange Commission by letter dated September 12, 2025, with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “ 2024 Form 10-K ”). For your convenience, we have prefaced each response by the exact text of the Staff’s corresponding comment in bold text. All references to page numbers and captions correspond to the 2024 Form 10-K unless otherwise specified. Form 10-K for the Fiscal Year ended December 31, 2024 Business Production, Sales Price and Production Costs, page 20 1. We have read your response to prior comment 1 and note your illustration presents oil and natural gas liquids production as “Boe” volumes. However, the production volumes are required to be expressed on an oil-equivalent-barrels basis, i.e. as “Bbls.” Please confirm that you will conform the disclosures accordingly, and will disclose production for each field that comprises 15% or more of your proved reserves and your total annual production volumes for the applicable periods to comply with Item 1204(a) of Regulation S-K. RESPONSE The Company acknowledges the Staff’s comment. Beginning with its Annual Report on Form 10-K for the fiscal year ending December 31, 2025 (“ 2025 Form 10-K ”), the Company will revise its disclosures to (1) express oil and natural gas liquids production volumes on a Bbls basis, and (2) disclose production for each field that comprises 15% or more of our proved reserves and our total annual production volumes for the applicable periods. 1 Supplemental Information on Oil and Gas Producing Activities (Unaudited) Reserves, page 112 2. We note that in your response to prior comment 6, you identify various inadvertent errors in the reconciliation of total proved reserves and have therefore included corrections in the illustration provided in your response. Please confirm that corresponding disclosures in your next report will incorporate the corrections identified in your response, including appropriate revisions to the explanations of the changes that occurred, and that you will similarly incorporate the corrections in your reconciliation of the changes in the standardized measure. RESPONSE The Company acknowledges the Staff’s comment. Beginning with its 2025 Form 10-K, the Company will revise its disclosures to (1) incorporate the corrections identified in our response to prior comment 6, including appropriate revisions to the explanations of the changes that occurred, and (2) incorporate the corrections in our reconciliation of the changes in the standardized measure. 3. We have read your response to prior comment 10 including your explanation of the factors contributing to the changes in your previously adopted development plans. Please confirm that your next report will include disclosure regarding the facts and circumstances underlying material revisions that are attributed to moving or rescheduling development of previously disclosed proved undeveloped locations, outside of or beyond the initially adopted five-year development plan, to comply with Item 1203(b) of Regulation S-K and FASB ASC 932-235-50-10. RESPONSE The Company acknowledges the Staff’s comment. Beginning with its 2025 Form 10-K, the Company will revise its disclosures to address the facts and circumstances underlying material revisions that are attributed to moving or rescheduling development of previously disclosed proved undeveloped locations, outside of or beyond the initially adopted five-year development plan. * * * * * 2 If you have any questions concerning our response, please contact me at (713) 221-1768. Very truly yours, PEDEVCO CORP. By: /s/ Paul Pinkston Paul Pinkston Principal Financial Officer cc: John Hodgin (U.S. Securities and Exchange Commission) Karl Hiller (U.S. Securities and Exchange Commission) Doug Schick (PEDEVCO Corp.) Clark Moore (PEDEVCO Corp.) Arvind Krishna (PEDEVCO Corp.) Audit Committee of PEDEVCO Corp. Julie Burkenstock (Weaver and Tidwell, L.L.P.) Clint Smith (Jones Walker LLP) 3

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 September 12, 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 August 25, 2025 response to our comment letter 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.
Unless we note otherwise, any references to prior comments are to comments in
our August
11, 2025 letter.

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

1. We have read your response to prior comment 1 and note your illustration
presents oil
 and natural gas liquids production as Boe volumes. However, the
production
 volumes are required to be expressed on an oil-equivalent-barrels basis,
i.e. as Bbls.

 Please confirm that you will conform the disclosures accordingly, and
will disclose
 production for each field that comprises 15% or more of your proved
reserves and
 your total annual production volumes for the applicable periods to
comply with Item
 1204(a) of Regulation S-K.
 September 12, 2025
Page 2

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

2. We note that in your response to prior comment 6, you identify various
inadvertent
 errors in the reconciliation of total proved reserves and have therefore
included
 corrections in the illustration provided in your response.

 Please confirm that corresponding disclosures in your next report will
incorporate the
 corrections identified in your response, including appropriate revisions
to the
 explanations of the changes that occurred, and that you will similarly
incorporate the
 corrections in your reconciliation of the changes in the standardized
measure.

3. We have read your response to prior comment 10 including your
explanation of the
 factors contributing to the changes in your previously adopted
development plans.

 Please confirm that your next report will include disclosure regarding
the facts and
 circumstances underlying material revisions that are attributed to
moving or
 rescheduling development of previously disclosed proved undeveloped
locations,
 outside of or beyond the initially adopted five-year development plan,
to comply with
 Item 1203(b) of Regulation S-K and FASB ASC 932-235-50-10.

 Please contact John Hodgin at 202-551-3699 or Karl Hiller at
202-551-3686 if you
have any questions regarding the comments.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
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CORRESP
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 filename1.htm

 ped_corresp.htm FOIA Confidential Treatment Request In the version of this letter filed on EDGAR, certain confidential information was omitted pursuant to a Rule 83 confidential treatment request, which information was provided to the Staff supplementally in unredacted format. Information subject to the request that was omitted in the EDGAR version of this letter has been identified by the mark “[*]” and in the version provided supplementally to the Staff, in bracketed, bold, highlighted, underline, italicized text. August 25, 2025 Gus Rodriguez Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: PEDEVCO Corp Form 10-K for the Fiscal Year ended December 31, 2024 Filed March 31, 2025 File No. 001-35922 Ladies and Gentlemen: Set forth below are the responses of PEDEVCO Corp. (the “ Company ,” “ PEDEVCO ,” “ we ,” “ us ” or “ our ”), to comments received from the staff of the Division of Corporation Finance (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) by letter dated August 11, 2025, with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “ 2024 Form 10-K ”). For your convenience, we have prefaced each response by the exact text of the Staff’s corresponding comment in bold text. All references to page numbers and captions correspond to the 2024 Form 10-K unless otherwise specified. Form 10-K for the Fiscal Year ended December 31, 2024 Business Production, Sales Price and Production Costs, page 20 Securities and Exchange Commission August 25, 2025 Page 2 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. RESPONSE: The Company acknowledges the Staff’s comment. As of December 31, 2024, the Wattenberg Field in the Company’s D-J Basin Asset, and as of December 31, 2023 and 2022, the Chaveroo Field in the Company’s Permian Basin Asset and the Wattenberg Field in its D-J Basin Asset, are the fields that each comprise 15% or more of the Company’s total proved reserves. The applicable production volumes from these fields for the years ended December 31, 2024, 2023, and 2022, are represented in the table below: 2024 2023 2022 Oil (Boe): Chaveroo (Permian Asset Base) - 157,413 211,310 Wattenberg (D-J Asset Base) 199,518 220,788 61,031 Natural Gas (Mcf): Chaveroo (Permian Asset Base) - 66,270 - Wattenberg (D-J Asset Base) 445,650 354,570 125,196 NGL (Boe): Chaveroo (Permian Asset Base) - - - Wattenberg (D-J Asset Base) 59,842 52,013 9,788 Total Production (Boe)(1): Chaveroo (Permian Asset Base) - 168,458 211,310 Wattenberg (D-J Asset Base) 333,635 331,896 91,685 (1) Assumes 6 Mcf of natural gas equivalents to 1 barrel of oil. Beginning with its Annual Report on Form 10-K for the fiscal year ending December 31, 2025 (the “ 2025 Form 10-K ”), the Company will include a table similar to the one shown above reporting production, by final product sold, for the applicable period presented. FOIA CONFIDENTIAL TREATMENT REQUESTED BY PEDEVCO CORP PURSUANT TO RULE 83 (PED- 2 ) Securities and Exchange Commission August 25, 2025 Page 3 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. RESPONSE: The Company acknowledges the Staff’s comment. As of December 31, 2024, the Company had no gross or net wells in the process of being drilled, completed or waiting on completion. Beginning with its 2025 Form 10-K, the Company will clarify by footnote to the table if and how many gross and net wells are in the process of being drilled, completed or waiting on completion, and include any other related activities of material importance. 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. RESPONSE: The Company acknowledges the Staff’s comment. As of December 31, 2024, the Company had royalty interests in 33 gross (0.16 net) wells. Beginning with its 2025 Form 10-K, the Company will indicate by footnote to its well summary table the total number of gross and net wells in which the Company owns a royalty interest as of the end of the applicable period presented. 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. RESPONSE: In connection with the preparation of the Company’s Consolidated Financial Statements as of and for the year ended December 31, 2024, the Company discovered an error in the calculation of depletion expense related to its oil and gas properties, and the error resulted in an overstatement of depreciation, depletion, amortization and accretion expense of approximately $1.4 million and $1.3 million for the years ended December 31, 2023 and 2022, respectively. The error was primarily the result of not adequately adjusting its depletable reserve base by including the current year’s production in the calculation of depletion expense for the applicable periods. The errors did not impact total revenue, cash flow from operations, or cash balances for the fiscal years ended December 31, 2023 and 2022, respectively. FOIA CONFIDENTIAL TREATMENT REQUESTED BY PEDEVCO CORP PURSUANT TO RULE 83 (PED-3 ) Securities and Exchange Commission August 25, 2025 Page 4 The Company restated its Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Cash Flows, Consolidated Statements of Changes in Shareholder's Equity and for Note 7 – Oil and Gas Properties, Note 13 – Earnings Per Common Share and Note 14 – Income Taxes, and as of and for the years ended December 31, 2023 and 2022, respectively. The restatement included adjustments to oil and gas properties, subject to amortization, net; depreciation, depletion, amortization and accretion; accumulated deficit; net income; and earnings per share. The Company also analyzed the impact of the errors to the interim reviews for March 31, June 30, and September 30, 2024 and 2023, respectively, and the Company deemed the amounts were not significant to the interim financial statements. This was due to the fact that the calculation error was predominantly applicable for the annual financial statements when the new reserve report was available. In order to assess the materiality of errors of the interim periods noted above, the Company applied SAB 99 guidance and the definition of materiality as: “the magnitude of an omission or misstatement in the financial statements that makes it probable that a reasonable person relying on those financial statements would have been influenced by the omitted information or made a different judgment if the correct information had been known.” Materiality Analysis The Company’s management considered the quantitative and qualitative factors outlined below to assess the materiality of the errors to the interim financial statements. This materiality assessment was conducted in connection with the preparation of the Company’s financial statements for the year ended 2024. SAB 99 recognizes that qualitative considerations may suggest that quantitative misstatements in excess of traditional materiality benchmarks are not material. Accordingly, quantitative and qualitative factors should be viewed in combination in assessing materiality. As indicated by the SEC in SAB 99, “quantifying, in percentage terms, the magnitude of a misstatement is only the beginning of an analysis of materiality; it cannot appropriately be used as a substitute for a full analysis of all relevant considerations.” As such, management further analyzed the impact of the matter. As further indicated by the SEC in SAB 99, management performed “a full analysis of all relevant considerations’ in assessing whether the changes would have been viewed by a reasonable investor as having significantly altered the ‘total mix’ of information made available.” The Company specifically considered the following quantitative and qualitative factors: FOIA CONFIDENTIAL TREATMENT REQUESTED BY PEDEVCO CORP PURSUANT TO RULE 83 (PED-4 ) Securities and Exchange Commission August 25, 2025 Page 5 Quantitative Analysis The Company’s management evaluation on the impact of the change uses the errors and omissions framework provided by the SEC Staff in SAB 99, with such analysis considering both quantitative and qualitative factors. Specific to the Company’s quantitative assessment, management first evaluated the prior periods’ misstatement against a quantitative threshold commonly used by companies and their auditors in their evaluation of whether items might be considered material to users of the financial statements. Specifically, the Company’s management compared the error revision to 10% of net income (15% - 20% for non-cash related items), and 5% of total assets based on historical experience as to what the Company’s Board of Directors (the “ Board ”) believes as material. The increase of materiality of non-cash items stems from the Company and industry having more emphasis on revenue, production, liquidity and free cash flows. The impact of the correction of the misstatements is summarized below (in thousands): As of March 31, 2024 CORRECTED CONSOLIDATED BALANCE SHEET As previously reported Impact of Adjustment As revised % Oil and gas properties, subject to amortization, net $ 87,538 $ (104 ) $ 87,434 -0.12 % Total oil and gas properties, net 94,122 $ (104 ) 94,018 -0.11 % Total assets 118,295 $ (104 ) 118,191 -0.09 % Accumulated deficit (125,704 ) $ (104 ) (125,808 ) 0.08 % Total shareholders' equity 100,014 $ (104 ) 99,910 -0.10 % Three Months Ended March 31, 2024 CORRECTED CONSOLIDATED STATEMENTS OF OPERATIONS As previously reported Impact of Adjustment As revised % Depreciation, depletion, amortization and accretion $ 3,485 $ 104 $ 3,589 2.98 % Total operating expenses 7,511 104 7,615 1.38 % Operating (loss) income 617 (104 ) 513 -16.82 % Net Income 773 (104 ) 669 -13.42 % Loss per common share: Basic 0.01 0.01 - - Diluted 0.01 0.01 - - As of March 31, 2024 CORRECTED CONSOLIDATED STATEMENTS OF CASH FLOWS As previously reported Impact of Adjustment As revised % Cash Flows From Operating Activities: Net Income $ 773 $ (104 ) $ 669 -13.42 % Depreciation, depletion and amortization 3,485 104 3,589 2.98 % Net cash used in operating activities (4,295 ) - (4,295 ) 0.00 % FOIA CONFIDENTIAL TREATMENT REQUESTED BY PEDEVCO CORP PURSUANT TO RULE 83 (PED-5 ) Securities and Exchange Commission August 25, 2025 Page 6 As of June 30, 2024 CORRECTED CONSOLIDATED BALANCE SHEET As previously reported Impact of Adjustment As revised % Oil and gas properties, subject to amortization, net $ 85,211 $ (122 ) $ 85,089 -0.14 % Total oil and gas properties, net 91,754 (122 ) 91,632 -0.13 % Total assets 110,987 (122 ) 110,865 -0.11 % Accumulated deficit (123,023 ) (122 ) (123,145 ) 0.10 % Total shareholders' equity 103,157 (122 ) 103,035 -0.12 % Three Months Ended June 30, 2024 CORRECTED CONSOLIDATED STATEMENTS OF OPERATIONS As previously reported Impact of Adjustment As revised % Depreciation, depletion, amortization and accretion $ 4,242 $ 122 $ 4,364 2.86 % Total operating expenses 9,173 122 9,295 1.32 % Operating (loss) income 2,638 (122 ) 2,516 -4.61 % Net Income 2,681 (122 ) 2,559 -4.53 % Loss per common share: Basic 0.03 0.03 - - Diluted 0.03 0.03 - - As of June 30, 2024 CORRECTED CONSOLIDATED STATEMENTS OF CASH FLOWS As previously reported Impact of Adjustment As revised % Cash Flows From Operating Activities: Net Income $ 3,454 $ (122 ) $ 3,332 -3.52 % Depreciation, depletion and amortization 7,727 122 7,849 1.57 % Net cash used in operating activities 295 - 295 0.00 % As of September 30, 2024 CORRECTED CONSOLIDATED BALANCE SHEET As previously reported Impact of Adjustment As revised % Oil and gas properties, subject to amortization, net $ 92,184 $ (72 ) $ 92,112 -0.08 % Total oil and gas properties, net 99,087 (72 ) 99,015 -0.07 % Total assets 114,309 (72 ) 114,237 -0.06 % Accumulated deficit (120,108 ) (72 ) (120,180 ) 0.06 % Total shareholders' equity 106,536 (72 ) 106,464 -0.07 % FOIA CONFIDENTIAL TREATMENT REQUESTED BY PEDEVCO CORP PURSUANT TO RULE 83 (PED-6 ) Securities and Exchange Commission August 25, 2025 Page 7 Three Months Ended September 30, 2024 CORRECTED CONSOLIDATED STATEMENTS OF OPERATIONS As previously reported Impact of Adjustment As revised % Depreciation, depletion, amortization and accretion $ 3,055 $ 72 $ 3,127 2.36 % Total operating expenses 6,954 72 7,026 1.04 % Operating (loss) income 2,831 (72 ) 2,759 -2.54 % Net Income 2,915 (72 ) 2,843 -2.47 % Loss per common share: Basic 0.03 0.03 - - Diluted 0.03 0.03 - - As of September 30, 2024 CORRECTED CONSOLIDATED STATEMENTS OF CASH FLOWS As previously reported Impact of Adjustment As revised % Cash Flows From Operating Activities: Ner Income $ 6,369 $ (72 ) $ 6,297 -1.13 % Depreciation, depletion and amortization 10,782 72 10,854 0.67 % Net cash used in operating activities 8,547 - 8,547 0.00 % As of March 31, 2023 CORRECTED CONSOLIDATED BALANCE SHEET As previously reported Impact of Adjustment As revised % Oil and gas properties, subject to amortization, net $ 82,692 $ (38 ) $ 82,654 -0.05 % Total oil and gas properties, net 84,192 (38 ) 84,154 -0.05 % Total assets 108,134 (38 ) 108,096 -0.04 % Accumulated deficit (124,979 ) (38 ) (125,017 ) 0.03 % Total shareholders' equity 98,739 (38 ) 98,701 -0.04 % Three Months Ended March 31, 2023 CORRECTED CONSOLIDATED STATEMENTS OF OPERATIONS As previously reported Impact of Adjustment As revised % Depreciation, depletion, amortization and accretion $ 2,581 $ 38 $ 2,619 1.47 % Total operating expenses 6,535 38 6,573 0.58 % Operating (loss) income 1,629 (38 ) 1,591 -2.33 % Net Income 1,762 (38 ) 1,724 -2.16 % Loss per common share: Basic 0.02 0.02 Diluted 0.02 0.02 As of March 31, 2023 CORRECTED CONSOLIDATED STATEMENTS OF CASH FLOWS As previously reported Impact of Adjustment As revised % Cash Flows From Operating Activities: Net Income $ 1,762 $ (38.00 ) $ 1,724 -2.16 % Depreciation, depletion and amortization 2,581 38.00 2,619 1.47 % Net cash used in operating activities 1,782 - 1,782 0.00 % As of June 30, 2023 CORRECTED CONSOLIDATED BALANCE SHEET As previously reported Impact of Adjustment As revised % Oil and gas properties, subject to amortization, net $ 82,349 $ (34 ) $ 82,315 -0.04 % Total oil and gas properties, net 87,319 (34 ) 87,285 -0.04 % Total assets 107,728 (34 ) 107,694 -0.03 % Accumulated deficit (123,405 ) (34 ) (123,439 ) 0.03 % Total shareholder

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 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>

CORRESP
1
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ped_corresp.htm

 September 17, 2024

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

    Re:

   PEDEVCO Corp.

   Registration Statement on Form S-3

   File No. 333-282046

 Acceleration Request

 Request Date: Friday, September 20, 2024

 Request Time: 4:30 p.m. Eastern Time (or as soon thereafter as practicable)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, PEDEVCO Corp. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-captioned Registration Statement (the “Registration Statement”) to become effective on Friday, September 20, 2024, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable.

 The Registrant hereby authorizes David M. Loev and/or John S. Gillies of The Loev Law Firm, PC, to orally modify or withdraw this request for acceleration. Please contact Mr. Loev at (832) 930-6432, with any questions you may have concerning this request, and please notify him when this request for acceleration has been granted.

   Sincerely,

   /s/ Clark Moore

   Clark Moore

   General Counsel

September 17, 2024
Simon G. Kukes
Chief Executive Officer
PEDEVCO Corp.
575 N. Dairy Ashford, Suite 210
Houston, Texas 77079
Re:PEDEVCO Corp.
Registration Statement on Form S-3
Filed September 11, 2024
File No. 333-282046
Dear Simon G. Kukes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Timothy S. Levenberg at 202-551-3707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:David M. Loev, Esq., of The Loev Law Firm, PC

United States securities and exchange commission logo
August 6, 2021
Paul Pinkston
Principal Financial 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, 2020
Filed March 23, 2021
File No. 001-35922
Dear Mr. Pinkston:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

ped_corresp

July
30, 2021

John
Cannarella

Division
of Corporation Finance

Office
of Energy & Transportation

United
States Securities and Exchange Commission

Division
of Corporate Finance

100 F
Street, N.E.

Washington,
D.C. 20549-3561

Re:

PEDEVCO
CORP

Form
10-K for the Fiscal Year ended December 31, 2020

Filed
March 23, 2021

File
No. 001-35922

Ladies
and Gentlemen:

Set
forth below are the responses of PEDEVCO CORP. (the
“Company,”
“PEDEVCO,”
“we,”
“us” or
“our”), to
comments received from the staff of the division of Corporation
Finance (the “Staff”) of the
Securities and Exchange Commission (the “Commission”)
by letter dated July 16, 2021, in response to the Company’s
letter to the SEC dated June 4, 2021, with respect to the
Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2020 (the “Form
10-K”).

For
your convenience, each response is prefaced by the exact text of
the Staff’s corresponding comment in bold text. All
references to page numbers and captions correspond to the Form 10-K
unless otherwise specified.

Financial Statements

Note 6 - Oil and Gas Properties, page 84

1.

We have read your response to prior comment 2 and note that you
reduced the number of 2018 wells planned to be developed to 33.
However, your disclosure in the annual report does not appear to
identify changes in the net quantities of proved undeveloped
reserves consistent with the change in the number of wells in your
development plan.

Please expand your discussion to clearly identify the source of
each change, e.g. revisions, improved recovery, extensions and
discoveries, transfers to proved developed, sales and acquisitions,
and to include an explanation for each of the items you identify.
If two or more unrelated factors are combined to arrive at the
overall change in an item, separately identify and quantify each
individual factor that contributed to a material change so that the
overall change in net reserve quantities is fully
explained.

For example, your disclosure of revisions in previous estimates of
your proved undeveloped reserves should identify changes caused by
commodity prices, costs, well performance, unsuccessful and/or
uneconomic proved undeveloped locations, or the removal of proved
undeveloped locations due to changes in a previously adopted
development plan, to comply with Item 1203(b) of Regulation
S-K.

RESPONSE:

We
acknowledge the Staff’s comment. At the end of 2018,
PEDEVCO’s proved undeveloped reserves (“PUDs”)
and associated well counts were based on a field development plan
developed by the companies that were operating the Chaveroo and
Milnesand assets in the Permian Basin prior to PEDEVCO’s
acquisition of those assets. The development plan was based on the
results from a shallow single geological target with short lateral
horizontal wells that were open hole and produced using acidizing
jobs with no application of modern completion
technology.

Upon completing the acquisition of these
companies, PEDEVCO worked on a comprehensive review of the
field’s geology and proceeded with delineating multiple
potential target zones with longer lateral horizontal wells using
modern completion techniques. Upon analyzing the results of the
nine horizontal wells drilled in 2019, the technical team revised
the plan and hi-graded the locations to maximize the future value
from the field with a greater than 90% probability of success and
reduced the PUD well count from 88 at YE2018 to 58 at YE2019 with
each well having higher estimated production due to the application
of modern frac technology.

With
development activity halted in 2020 due to the COVID-19 pandemic, a
deep dive of the field’s geology and well performance was
undertaken to identify locations with the highest remaining
resource in place.

At the
end of 2020, we revised our development plan with updated type
curves and target well locations and reduced our PUD well count
from 58 at YE2019 to 43 (this includes 33 “2018 Wells”
and 10 “2019 Wells”) at YE2020 with each well having
higher estimated production due to a
combination of hi-grading locations with the highest oil in place
and improved results from offset well performance with longer
horizontal well lengths and modern completion
techniques.

In
our response to the comment below, we have prepared a tabular
reconciliation and narrative explanation detailing the changes that
occurred in our PUDs for the years ended December 31, 2019 and
2020.

2.

Please provide us with a tabular reconciliation and narrative
explanation of all material changes that occurred in your proved
undeveloped reserves, including the revisions that would be
necessary to address the comment above, to conform to the
requirements under Item 1203(b) of Regulation S-K for the years
ended December 31, 2019 and 2020.

RESPONSE:

We
acknowledge the Staff’s comment and have set forth below a
tabular reconciliation and narrative explanation of the changes in
our estimated proved undeveloped reserves during 2019 and 2020
(quantities in net MBoe):

Proved undeveloped reserves, December 31, 2018

  11,927

Transfers
to proved developed

  (1,324)

Additions

  1,131

Revision
of prior estimates

  —

Proved undeveloped reserves, December 31, 2019

  11,734

Proved undeveloped reserves, December 31, 2019

  11,734

Transfers
to proved developed

  —

Additions

  —

Revision
of prior estimates

  179

Proved undeveloped reserves, December 31, 2020

  11,913

For
the year ended December 31, 2019, total proved undeveloped reserves
(PUDs) decreased by 0.2 MMBoe to 11.7 MMBoe. The change in
proved undeveloped reserves was:

●

Transfer
of 1,324 MBoe from PUD to proved developed reserves based on total
capital expenditures of $43.0 million during 2019;

●

Additions related
to delineation of the field resulted in net additions of 1,131 MBoe
(819 MBoe addition from four San Andres PUDs acquired in the
Chaveroo bolt-on acquisition and 312 MBoe addition from five gross
Niobrara PUDs, ~1 net Niobrara PUD);
and

●

Revisions of prior
estimates consisted of improved upward revisions of 2,234 MBoe,
which was offset with removal of PUDs due to pricing related
revisions, resulting in net zero change.

For
the year ended December 31, 2020, total proved undeveloped reserves
(PUDs) increased by 0.2 MMBoe to 11.9 MMBoe. The change in
proved undeveloped reserves was:

●

Revisions
of prior estimates resulted in net additions of 179 MBoe consisting
of:

●

A combination of hi-grading locations with the
highest oil in place and improved results from offset well
performance with longer horizontal well lengths and modern
completion techniques resulted in upward revision of 3,531
MBoe. The changes to the future development plan were derived from
technical work and studies of our Permian assets since acquisition
in 2018; and

●

Pricing related
revisions resulted in removal of PUD locations that were deemed
uneconomic in Chaveroo and Niobrara fields and resulted in a lower
revision of 3,352 MBoe.

We
undertake to include a similar table in future filings when
required under Item 1203(b) of Regulation
S-K.

*
         *
   *          *
     *

If
you have any questions concerning our response, please contact me
at (713) 221-1768.

Very truly
yours,

PEDEVCO
CORP.

By:

/s/ Paul
Pinkston

Paul
Pinkston

Principal Financial
Officer

cc:

Karl Hiller (U.S.
Securities and Exchange Commission)

Doug Schick
(PEDEVCO Corp.)

Clark Moore
(PEDEVCO Corp.)

Arvind Krishna
(PEDEVCO Corp.)

Audit Committee of
PEDEVCO Corp.

Todd Brooker
(Cawley, Gillespie &
Associates)

David
Grossman (Marcum LLP)

David
Dyer (Marcum LLP)

Clint Smith (Jones
Walker LLP)

United States securities and exchange commission logo
July 16, 2021
Paul Pinkston
Principal Financial 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, 2020
Filed March 23, 2021
File No. 001-35922
Dear Mr. Pinkston:
            We have reviewed your June 4, 2021 response to our comment letter 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
May 20, 2021 letter.
Form 10-K for the Fiscal Year ended December 31, 2020
Financial Statements
Note 6 Oil and Gas Properites, page 84
1.We have read your response to prior comment 2 and note that you reduced the number of
2018 wells planned to be developed to 33. However, your disclosure in the annual report
does not appear to identify changes in the net quantities of proved undeveloped reserves
consistent with the change in the number of wells in your development plan.

Please expand your discussion to clearly identify the source of each change, e.g. revisions,
improved recovery, extensions and discoveries, transfers to proved developed, sales and
acquisitions, and to include an explanation for each of the items you identify. If two or
more unrelated factors are combined to arrive at the overall change in an item, separately

 FirstName LastNamePaul Pinkston
 Comapany NamePedevco Corp.
 July 16, 2021 Page 2
 FirstName LastName
Paul Pinkston
Pedevco Corp.
July 16, 2021
Page 2
identify and quantify each individual factor that contributed to a material change so that
the overall change in net reserve quantities is fully explained.

For example, your disclosure of revisions in previous estimates of your proved
undeveloped reserves should identify changes caused by commodity prices, costs, well
performance, unsuccessful and/or uneconomic proved undeveloped locations, or the
removal of proved undeveloped locations due to changes in a previously adopted
development plan, to comply with Item 1203(b) of Regulation S-K.
2.Please provide us with a tabular reconciliation and narrative explanation of all material
changes that occurred in your proved undeveloped reserves, including the revisions that
would be necessary to address the comment above, to conform to the requirements under
Item 1203(b) of Regulation S-K for the years ended December 31, 2019 and 2020.
            You may contact John Cannarella, Staff Accountant at (202) 551-3337 or Karl Hiller,
Branch Chief, at (202) 551-3686 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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filename1.htm

ped_corresp

June 4,
2021

John
Cannarella

Division
of Corporation Finance

Office
of Energy &
Transportation

United
States Securities and Exchange Commission

100 F
Street, N.E.

Washington,
D.C. 20549-3561

Re:

PEDEVCO
CORP

Form
10-K for the Fiscal Year ended December 31, 2020

Filed
March 23, 2021

File
No. 001-35922

Ladies
and Gentlemen:

Set
forth below are the responses of PEDEVCO CORP. (the
“Company,”
“PEDEVCO,”
“we,”
“us” or
“our”), to
comments received from the staff of the division of Corporation
Finance (the “Staff”) of the
Securities and Exchange Commission (the “Commission”)
by letter dated May 20, 2021, with respect to the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2020 (the “Form
10-K”).

For
your convenience, each response is prefaced by the exact text of
the Staff’s corresponding comment in bold text. All
references to page numbers and captions correspond to the Form 10-K
unless otherwise specified.

Financial Statements

Note 6 - Oil and Gas Properties, page 84

1.

We note that you filed a current report on February 1, 2021 to
explain that you expected to recognize an impairment charge in the
fourth quarter of 2020, ranging from $73.6 million to $85.9
million, based on 60% to 70% of the estimated discounted value of
your reserves as of the end of the preceding fiscal year, which you
indicated was $122.7 million. However, you have reported an
impairment charge of just $19.3 million for 2020. Tell us how your
view of the need for impairment was established on the date of
issuing the press release mentioned above, and how your view
evolved from that point until filing your report on March 23, 2021.
Please describe all of the key underlying assumptions, and explain
how they changed during this period.

RESPONSE:

We acknowledge the Staff’s comment. When
providing the disclosure in the Current Report on Form 8-K filed on
February 1, 2021 (the “Form
8-K”), PEDEVCO was
primarily intending to convey and quantify an expected decrease in
PV-10, rather than the actual dollar amount of an impairment
charge.

In
the Form 8-K, PEDEVCO stated:

“Based on preliminary assessments applying
Securities and Exchange Commission (SEC) mandated pricing and
reserves methodologies, the Company believes that, due primarily to
the material decrease in oil and gas pricing in 2020, coupled with
the Company’s cessation of development in 2020 due to such
low pricing, the Company will be required to take a one-time oil
and gas asset impairment charge
in the range of 60% to 70% of the estimated discounted value of its
reserves (PV-10) as calculated the year prior as of December 31,
2019, which was $122.7 million.
. . . [T]he Company notes that it is not reducing the magnitude of
oil and gas reserves it holds – rather,
only the year-end value as
calculated in accordance with SEC-mandated pricing and reserves
methodologies…”

Accordingly,
PEDEVCO was primarily intending to convey that it would report a
PV-10 as of December 31, 2020 at approximately 60% to 70% of the
PV-10 of $122.7 million reported as of December 31, 2019, rather
than any particular dollar amount of an impairment
charge.

Ultimately,
PEDEVCO reported a PV-10 of $58.2 million, which is calculated as
approximately 47% of the PV-10 reported as of December 31, 2019,
and an impairment charge of $19.3 million. As stated in the Form
8-K, the Company noted that the estimate was preliminary and the
final amounts would be reported in its Form 10-K.

The difference between the preliminary estimate
and the final reduction in PV-10 (as well as the difference in the
actual amount of the impairment charge) was as a result of
variables for which PEDEVCO was unable to determine with reasonable
certainty until the final reserve report was completed. These
variables included undiscounted cash flows, PV-10 discounted cash
flows, and depreciation, depletion, and amortization
(“DD&A”),
and the corresponding carrying amount of oil and gas properties.
Once the final reserve report was provided, PEDEVCO used the
reserve report to determine the DD&A amount for its oil and gas
properties at December 31, 2020. The calculated DD&A amount was
then applied as a reduction to the carrying value of
PEDEVCO’s oil and gas properties. The net carrying value was
then compared to the undiscounted cash flows value per the reserve
report to determine if an impairment expense was necessary. The
undiscounted net cash flows for our New Mexico properties exceeded
the carrying value of those assets; therefore, no impairment was
deemed necessary. However, the undiscounted net cash flows, per the
reserve report, for our Colorado properties were less than the
carrying value of those assets, and an impairment expense was
deemed necessary. The corresponding impairment charge was
calculated based on the PV-10 amount less the net carrying value of
the assets.

If
PEDEVCO makes a similar disclosure in the future, it will expand
its disclosure to include assumptions about underlying
variables.

2.

Please submit for review the development plans that you had adopted
for the proved reserves as of December 31, 2020, including the
development projections and details concerning the availability of
capital relative to your development plans, as provided to your
auditor and referenced in the report on page 75, as well as the
evidence demonstrating your financial backing and development
success, as provided to your third party engineer and referenced in
the report at Exhibit 99.1.

Please clarify as appropriate how you have established a reasonable
expectation that financing will be available to develop all of the
proved reserves that you booked in 2018 by 2023, as required under
Rule 4-10(a)(26) of Regulation S-X, considering the estimated
future development costs of $141 million reported on page 97,
budgeted capital expenditures for 2021 of $28.2 million reported on
page 14, and the remaining $112.8 million in capital expenditures
required during 2022 and 2023.

Given the definition of reasonable certainty in Rule 4-10(a)(24) of
Regulation S-X, tell us the probability that you would assign to
the likelihood of obtaining the needed financing and proceeding
with development as scheduled, and explain how you have considered
your five-year cumulative average rate of development being about
2%, rather than 20%, in formulating your view. Tell us how your
rationale for the current outlook differs from each of the past
five years, why your current development plans would be more
reliable than in the past, and describe any enhancements in your
ability to adhere to the plans.

RESPONSE:

We
acknowledge the Staff’s comment. Jones Walker LLP, our
outside counsel, has submitted under separate cover on electronic
media pursuant to a confidential treatment request under Rule 83
promulgated by the Commission, the development plans that we had
adopted for the proved reserves as of December 31, 2020, as
provided to our auditor and referenced in its report, and our full
year end December 31, 2020 reserves report prepared by Cawley,
Gillespie & Associates, our third party engineer. We have been
informed by our third party engineer that, in preparing its report,
it relied upon the development plan provided to our auditors and
other materials provided by PEDEVCO, information in our public
filings, our historical fundraising ability, and statements from
officers of PEDEVCO, rather than a single document evidencing
financing availability and development success. We have provided
the same materials provided to our third party engineer under the
separate cover letter and on electronic media.

PEDEVCO
believes that it has complied with Rules 4-10(a)(24) and
4-10(a)(26) by having a reasonable expectation that financing will
be available to develop all of the proved reserved within five
years of their initial booking.

We
maintain a five-year development plan that is updated and approved
annually and reviewed quarterly by our executive team and our
independent outside reserve engineering consultant with input from
our internal engineering and professional staff. During the annual
review of our development plan, if we determine, based upon
information that was not known when we made our final investment
decision, that a proved location is not reasonably certain to be
drilled within five years of initial booking, we remove that
location from our proved reserves. Our year end proved reserve
estimates are prepared by our independent reserve engineering firm,
Cawley, Gillespie & Associates. Cawley reviews the technical
merits, including financial, engineering and geological, of all
proved reserves in our development plan in connection with the
preparation of its reserve report to ensure compliance with the
Commission’s rules and regulations regarding proved
undeveloped reserve bookings.

In order to develop our proved reserves within
five years of their initial booking in 2018, we initially expected
costs of $200.4 million to develop 86 wells (excluding two water
facility upgrades) (the “2018
Wells”), as well as other
investments in proved developed non-producing assets to make them
productive.

In
2018 and 2019, we focused on delineating the New Mexico assets,
refining our development plan and planning full scale development
through 2023. In 2018 and 2019, we drilled nine of the 2018 Wells
in our development plan, making capital expenditures of $30.0
million in 2018 and $42.9 million in 2019.

In
2020, the COVID-19 pandemic substantially halted all development
efforts, although we made capital expenditures of $5.9
million.

At
the end of 2020, we revised our development plan to account for,
among other things, results of our delineation efforts and
technical work that provided us with updated type curves,
geological information and offset well performance. We also took
into account pricing changes and focused on wells with the highest
remaining oil in place.

Our revised development plan reduced the number of
2018 Wells planned to be developed to 33, all of which are planned
to be completed by 2023 (within five years of initial booking of
the 2018 Wells). Furthermore, at the end of 2019, we booked proved
undeveloped reserves associated with ten new wells (the
“2019
Wells”), which were
booked based on updated geological work and offset performance, all
of which are planned to be completed by 2024 (within five years of
initial booking of the 2019 Wells).

Under
our revised development plan, as reflected in the reserve report,
as of December 31, 2020 we plan to spend $131.4 million through
2024 to develop 43 wells (excluding two water facility upgrades),
all within five years of their respective initial
booking.

As reflected in PEDEVCO's reserve report and
consistent with its development plan, giving effect to offsetting
revenue (and deducting production taxes, ad valorem taxes,
operating expense and other costs and expenses), PEDEVCO’s
development plan results in cash used in the aggregate of
approximately $15.0 million through 2024. In addition to
development costs, PEDEVCO expects approximately $4.0 million
annually in general and administrative expenses
(“G&A”)
through 2024.

PEDEVCO believes that it has a reasonable
certainty, within the meaning of Rule 4-10(a)(24) of Regulation
S-X, of obtaining the financing and proceeding with development as
scheduled. PEDEVCO has a large portion of these funds currently
available through cash on hand ($19.2 million of the estimated
$31.0 million of development costs and G&A through 2024).
PEDEVCO believes it will be able to supplement cash on hand as
needed with asset sales, private and public offerings, credit
availability and financial support from SK Energy LLC, our majority
shareholder (“SK
Energy”).1 Each these financing sources, and the basis of
their availability, are discussed below:

●

Cash on
Hand: As of March 31, 2021,
PEDEVCO had cash on hand of $18.5 million, and, as of the date of
this letter has approximately $19.2 million currently on hand which
can be used for development purposes. Accordingly, a significant
portion ($19.2 million) of the expected $15.0 million (or $31.0
million including G&A) needed prior to 2024 is presently
available.

●

Asset
Sales: PEDEVCO has disposed of
assets in the ordinary course of business, the proceeds of which
can be used to fund development. For example, in March of 2019,
PEDEVCO received $1.2 million in cash proceeds from the sale of
certain oil and gas properties located in Colorado. Additionally,
in March 2021, PEDEVCO received $1.9 million in cash proceeds from
the sale of certain oil and gas assets located in
Colorado.

●

Private and
Public Securities Offerings:
PEDEVCO has demonstrated an ability to successfully engage in
private and public offerings of securities to raise proceeds. For
example, in May 2019 PEDEVCO raised $3.0 million through the
private issuance of common stock, in September 2019 PEDEVCO raised
$12.0 million through the private issuance of common stock, and in
February 2021 PEDEVCO raised $9.0 million through a public offering
of common stock.

______________

1 The future development costs of $141 million noted
by the Staff (rather than the immediately preceding amounts)
represent the discounted investment costs associated with our
proved reserves from 2021 through 2039, as reflected in the report
of our third party reserve engineer. This amount includes
expenditures beyond that necessary to develop our proved reserves,
such as plugging and abandonment costs, costs for rod pump
installations (expected in 2024 and 2025), and water facility
upgrades (expected in 2028).

●

Credit
Availability: While PEDEVCO
does not currently have a term loan or credit facility,
PEDEVCO’s assets are unencumbered, and as such, believes it
would be able to obtain a term loan or credit facility on
commercially reasonable terms. From time to time, members of
PEDEVCO’s management consult with financial institutions and
lenders regarding credit availability. While PEDEVCO has ultimately
determined not to seek financing at this time due to availability
of other financing sources, it believes it would be able to obtain
a reserve based credit facility or term loan that could be used for
development purposes with borrowing availability in the range of
$20 million to $30 million based on PEDEVCO’s current
producing asset base.

●

SK
Energy: SK Energy has a history
of financially sponsoring PEDEVCO. In June 2018, with the
assistance of SK Energy, PEDEVCO consummated a transformative debt
restructuring and management change wherein PEDEVCO satisfied
approximately $78.3 million in outstanding liabilities in exchange
for a $7.7 million convertible note investment made by SK
Energy. In connection with the
restructuring, SK Energy acquired over 50% ownership of PEDEVCO
through the purchase of Series A Preferred Stock held by a
creditor, which subsequently converted to common stock. SK Energy
subsequently converted the $7.7 million convertible note into
additional common stock in March 2019.

Subsequent
to the June 2018 debt restructuring and change in control, in
August 2018, PEDEVCO acquired its New Mexico assets for a cash
purchase price of $21.3 million, which was financed through the
issuance of $23.6 million in convertible notes (including $22.0
million purchased by SK Energy). In March 2019, all $23.6 million
of the convertible notes converted into common stock.

In
October 2018, PEDEVCO borrowed an additional $7.0 million from SK
Energy through the issuance of a convertible note, which was
converted into common stock in February 2019.

In
January 2019, PEDEVCO borrowed an additional $15.0 million from SK
Energy through the issuance of a convertible note, all of which was
converted into common stock in February 2019.

In
May 2019, PEDEVCO raised $15.0 million through the issuance of
common stock to SK Energy.

In
September 2019, PEDEVCO raised $13.0 million through the issuance
of com

United States securities and exchange commission logo
May 20, 2021
Paul Pinkston
Principal Financial 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, 2020
Filed March 23, 2021
File No. 001-35922
Dear Mr. Pinkston:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2020
Financial Statements
Note 6 - Oil and Gas Properties, page 84
1.We note that you filed a current report on February 1, 2021 to explain that you expected to
recognize an impairment charge in the fourth quarter of 2020, ranging from $73.6 million
to $85.9 million, based on 60% to 70% of the estimated discounted value of your reserves
as of the end of the preceding fiscal year, which you indicated was $122.7 million.
However, you have reported an impairment charge of just $19.3 million for 2020.

Tell us how your view of the need for impairment was established on the date of issuing
the press release mentioned above, and how your view evolved from that point until filing
your report on March 23, 2021.  Please describe all of the key underlying assumptions,
and explain how they changed during this period.

 FirstName LastNamePaul Pinkston
 Comapany NamePedevco Corp.
 May 20, 2021 Page 2
 FirstName LastNamePaul Pinkston
Pedevco Corp.
May 20, 2021
Page 2
2.Please submit for review the development plans that you had adopted for the proved
reserves as of December 31, 2020, including the development projections and details
concerning the availability of capital relative to your development plans, as provided to
your auditor and referenced in the report on page 75, as well as the evidence
demonstrating your financial backing and development success, as provided to your third
party engineer and referenced in the report at Exhibit 99.1.

Please clarify as appropriate how you have established a reasonable expectation that
financing will be available to develop all of the proved reserves that you booked in 2018
by 2023, as required under Rule 4-10(a)(26) of Regulation S-X, considering the estimated
future development costs of $141 million reported on page 97, budgeted capital
expenditures for 2021 of $28.2 million reported on page 14, and the remaining $112.8
million in capital expenditures required during 2022 and 2023.

Given the definition of reasonable certainty in Rule 4-10(a)(24) of Regulation S-X, tell us
the probability that you would assign to the likelihood of obtaining the needed financing
and proceeding with development as scheduled, and explain how you have considered
your five-year cumulative average rate of development being about 2%, rather than 20%,
in formulating your view.  Tell us how your rationale for the current outlook differs from
each of the past five years, why your current development plans would be more reliable
than in the past, and describe any enhancements in your ability to adhere to the plans.
3.If you are able to support the requisite level of confidence, explain how you propose to
clarify the disclosures on pages 70 and 96, which appear to emphasize uncertainty as to
whether you will complete your development plans as scheduled, i.e. stating that you
"may choose to delay or extend the drilling program and associated capital expenditures"
if market conditions are not conducive, indicating that you plan to convert the remaining
undeveloped reserves by 2025, rather than 2023, and the qualifier "...provided that we are
able to obtain adequate funding and capital over the time period."

If your proved undeveloped reserves do not fully meet the prescribed definitions refenced
above, as well as Rule 4-10(a)(31) of Regulation S-X, please submit the revisions that
would be necessary to conform with these requirements, and address the implications for
impairment testing under FASB ASC 360-10-35-34 and FASB ASC 932-360-35.

To the extent that you are able to support the continued disclosure of proved undeveloped
reserves, you should also disclose the extent of these reserves that are scheduled for
development in each of the next three years, along with the associated capital expenditures
for each period.  We believe that you would need to describe the reasons for any material
deviations from your development plans in subsequent reports, and address the
implications for impairment testing and reporting proved reserves.
            In closing, 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.

 FirstName LastNamePaul Pinkston
 Comapany NamePedevco Corp.
 May 20, 2021 Page 3
 FirstName LastName
Paul Pinkston
Pedevco Corp.
May 20, 2021
Page 3
            You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or Karl Hiller,
Branch Chief, at (202) 551-3686 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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ped_corresp

November
30, 2020

VIA EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Attention:
Karina Dorin

Re:

PEDEVCO
Corp.

Registration
Statement on Form S-3

(File
No. 333-250904)

Acceleration
Request

Requested
Date: December 2, 2020

Requested
Time: 4:00 p.m. Eastern Time

Ladies
and Gentlemen:

Pursuant to Rule
461 of the Securities Act of 1933, as amended, the undersigned
registrant hereby requests that the Securities and Exchange
Commission accelerate the effective date of the above-captioned
registration statement to December 2, 2020 at 4:00 p.m., Eastern
Time, or as soon thereafter as may be practicable.

If you
have any questions regarding the foregoing, please do not hesitate
to contact Clint Smith of Jones Walker LLP at (504)
582-8429.

Sincerely,

/s/ Dr. Simon G.
Kukes

By:

Dr. Simon G.
Kukes

Title:

Chief Executive
Officer

cc:

Clark R. Moore,
PEDEVCO Corp.

Clint
Smith, Jones Walker LLP

United States securities and exchange commission logo
November 27, 2020
Simon G. Kukes
Chief Executive Officewr
PEDEVCO Corp.
575 N. Dairy Ashford
Energy Center II, Suite 210
Houston, TX 77079
Re:PEDEVCO Corp.
Registration Statement on Form S-3
Filed November 23, 2020
File No. 333-250904
Dear Dr. Kukes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Karina Dorin, Staff Attorney, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Clint Smith

CORRESP
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Blueprint

January
12, 2017

VIA EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100 F.
Street, N.E.

Washington,
D.C. 20549

Re:

Request
for Acceleration of Effectiveness of Registration Statement on Form
S-3 (File No. 333-214415) of PEDEVCO Corp. (the “Registrant”)

Dear
Ladies and Gentlemen:

Pursuant to Rule
461 under the Securities Act of 1933, as amended, we hereby request
that the effectiveness of the above-captioned Registration
Statement (the “Registration Statement”)
be accelerated so that such Registration Statement will become
effective on Tuesday, January 17, 2016, at 2:00 p.m., Eastern Time,
or as soon thereafter as practicable.

Please
direct any comments or questions to our counsel, John S. Gillies,
of The Loev Law Firm, PC, at (713) 524-4110, Extension
2.

Sincerely,

/s/

Clark Moore

Clark
Moore

General
Counsel

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Blueprint

November 28,
2016

VIA EDGAR

Securities and
Exchange Commission

100 F
Street, N.E.

Washington, D.C.
20549

Attention: Loan
Lauren P. Nguyen, Legal Branch Chief, Office of Natural
Resources

Re:

PEDEVCO
CORP.

Registration
Statement on Form S-3

Filed
November 3, 2016

File
No. 333-214415

Dear
Ms. Nguyen:

By
letter dated November 22, 2016, the staff (the
“Staff”) of the Securities
and Exchange Commission (the “Commission”) provided
PEDEVCO CORP. (the “Company”) with comments
regarding the Company’s Registration Statement on Form S-3
(File No. 333-214415) (the “Registration Statement”),
which was filed with the Commission on November 3, 2016. This
letter contains the Company’s responses to the Staff’s
comments. The numbered responses and the headings set forth below
correspond to the numbered comments and headings in the
Staff’s letter dated November 22, 2016.

Sales Agreement Prospectus

Plan of Distribution, page S-19

1.

The sales agreement prospectus references the offering of “up
to $2,000,000” of common stock and your Explanatory Note in
the forepart provides that the $2,000,000 of common stock is
included in the $100,000,000 of securities that may be offered
under the registration statement. With regards to your sales
agreement prospectus, the disclosure here and on the cover page
states that sales may be made “in sales deemed to be
‘at the market offerings’ as defined in Rule 415
promulgated under the Securities Act of 1933, as amended, or the
Securities Act, including sales made directly on or through the
NYSE MKT, the existing trading market for our common stock, sales
made to or through a market maker other than on an exchange or
otherwise, in negotiated transactions at market prices prevailing
at the time of sale or at prices related to such prevailing market
prices, and/or any other method permitted by law.” Please
tell us whether sales made to or through a market maker or sales
made in privately-negotiated transactions satisfy the “at the
market offering” definition under Rule 415. If any sales
method does not constitute a sales method that is deemed to be an
“at the market offering” as defined in Rule 415 or if
any material information with respect to a particular offering has
been omitted, please confirm that you will file an additional
prospectus supplement at the time of such sales or tell us why such
additional filing would not be necessary.

Securities
and Exchange Commission

November
28, 2016

Page
2

Company's Response:

The
Company acknowledges the Staff’s comment and confirms that
sales made to or through a market maker or sales made in
privately-negotiated transactions do not satisfy the “at the
market offering” definition under Rule 415.  The Company
also plans to remove the references on the cover page and the
“Plan of Distribution” section of the sales agreement
prospectus to “sales made to or through market makers”
and “negotiated transactions” in an amended filing. The
Company further confirms that, if any sales method employed by the
Company does not constitute a sales method that is deemed to be an
“at the market offering” as defined in Rule 415, or if
any material information with respect to a particular offering has
been omitted from the sales agreement prospectus included in the
Registration Statement, the Company will file a prospectus
supplement at the time of such sale.

Specifically, the
Company plans to revise the verbiage on the cover page read as
follows (italicized language added):

“Sales of our
common stock, if any, under this prospectus, may be made in sales
deemed to be “at the market offerings” as defined in
Rule 415 promulgated under the Securities Act of 1933, as amended,
or the Securities Act, including sales made directly on or through
the NYSE MKT, the existing trading market for our common
stock, or any other existing trading market for our
common stock, sales made to or through a market
maker other than on an exchange or otherwise, in negotiated
transactions at market prices prevailing at the time of sale
or at prices related to such prevailing market prices, and/or any
other method
permitted by law
sales method that is deemed to be
an “at the market offering” as defined in Rule
415(a)(4) of the Securities Act. NSC will act as a sales
agent using commercially reasonable efforts consistent with its
normal trading and sales practices, on mutually agreed terms
between NSC and us. There is no arrangement for funds to be
received in any escrow, trust or similar
arrangement.”

Further, the
Company plans to revise the verbiage in the "Plan of
Distribution” section on page S-19 to read as follows
(italicized language added):

“We have
entered into an At Market Issuance Sales Agreement, or sales
agreement, with National Securities Corporation, or NSC, under
which we may issue and sell shares of our common stock having
aggregate sales proceeds of up to $2,000,000 from time to time
through NSC acting as agent. Sales of our common stock, if any,
under this prospectus may be made in sales deemed to be “at
the market offerings” as defined in Rule 415 promulgated
under the Securities Act, including sales made directly on or
through the NYSE MKT, the existing trading market for our common
stock, or any other existing
trading market for our common stock, sales made to or through a market
maker other than on an exchange or otherwise, in negotiated
transactions at market prices prevailing at the time of sale
or at prices related to such prevailing market prices, and/or any
other method
permitted by law
sales method that is deemed to be
an “at the market offering” as defined in Rule
415(a)(4) of the Securities Act.”

Securities
and Exchange Commission

November
28, 2016

Page
3

Upon
the Staff’s confirmation that these revisions adequately
address the Staff’s comment, the Company will amend the
Registration Statement accordingly, including providing various
updates to the information set forth therein as a result of changes
in such information since the original filing date, and file the
same with the Staff.

* *
*

Please
direct any questions or comments regarding this response letter and
the Amended Registration Statement to David M. Loev, of The Loev
Law Firm, PC, DLoev@LoevLaw.com
(713) 524-4110 and to the Company's General Counsel, Clark Moore,
at cmoore@pacificenergydevelopment.com.

Very
truly yours,

/s/
David M. Loev

Mail Stop 4628
November 22, 2016

Michael L. Peterson
Chief Executive Officer
PEDEVCO Corp.
4125 Blackhawk Plaza Circle, Suite 201
Danville , CA 94506

Re: PEDEVCO Corp .
 Registration Statement on  Form S -3
Filed November 3 , 2016
 File No. 333-214415

Dear Mr. Peterson :

We have limited our review of your registration statement to those issues w e have
addressed in our comment .

Please respond to this letter by amending your registration statement and providing
the requested information .  If you do not believe our com ment applies  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 registration statement and the information
you provide in response to this comment , we may have  additional comments.

Sales Agreement Prospectus

Plan of Distribution, page S -19

1. The sales agreement prospectus references the offering of “up to $2,000,000” of
common stock  and your Explan atory Note in the forepart provides that the
$2,000,000 of common stock is included in the $100,000,000 of securities that may
be offered under the registration statement.  With regards to your sales agreement
prospectus, the  disclosure here and on the cove r page states that sales may be made
“in sales deemed to be ‘at the market offerings’  as defined in Rule 415 promulgated
under the Securities Act of 1933, as amended, or the Securities Act, including sales
made directly on or through the NYSE MKT, the exis ting trading market for our
common stock, sales made to or through a market maker other than on an exchange or

Michael L. Peterson
PEDEVCO Corp.
November 22, 2016
Page 2

 otherwise, in negotiated transactions at market prices prevailing at the time of sale or
at prices related to such prevailing market prices, and/ or any other method permitted
by law. ”  Please tell us whether sales made to or through a market maker or sales
made in privately -negotiated transactions satisfy the “at the market offering”
definition under Rule 415.  If any sales method does not constitu te a sales method that
is deemed to be an “at the market offering” as defined in Rule 415 or if any material
information with respect to a particular offering has been omitted, ple ase confirm that
you will file an additional prospectus supplement at the ti me of such sales or tell us
why such additional filing would not be necessary.

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 o f action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Parhaum J. Hamidi , Attorney -Adviser , at (202) 551 -3421 or, in his
absence, me at (202) 551 -3642 with any questions.

Sincerely,

 /s/ Loan Lauren P. Nguyen

 Loan Lauren P. Nguyen
Legal B ranch Chief
Office of Natural Resources

January 23, 2013

Via E -Mail
Michael L. Peterson
Executive Vice President and Chief Financial Officer
PEDEVCO CORP.
4125 Blackhawk Plaza Circle, Suite 201
Danville, California 94506

 Re: PEDEVCO CORP.
  Form 8-K
Filed January 15, 2013
  File No.  000-53725

Dear  Mr. Peterson :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Ethan Horowitz

Ethan Horowitz
        Branch Chief

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PEDEVCO CORP.

4125 Blackhawk Plaza Circle, Suite 201

Danville, California 94506

January 22, 2013

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Ethan Horowitz, Branch Chief

Re:

PEDEVCO CORP.

Form 8-K

Filed January 15, 2013

File No. 000-53725

Dear Mr. Horowitz:

By letter dated January 18, 2013, the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) provided PEDEVCO CORP. (the “Company”) with a comment letter regarding the Company’s Current Report on Form 8-K (the “Initial 8-K Report”), which was filed with the Commission on January 15, 2013.  This letter contains the Company’s response to the Staff’s January 18 letter.  The numbered response and the heading set forth below correspond to the numbered comment and heading in the Staff’s letter.

Form 8-K Filed January 15, 2013

1.

We note you have filed a Form 8-K with reference to Item 4.01, Changes in Registrant’s Certifying Accountant.  However, as the content of the filing pertains to Item 4.02, Non- Reliance on Previously Issued Financial Statements, please contact Filer Technical Support at (202) 551-8900 to have the Item reference revised.

Company's Response

The Initial 8-K Report discussed under Item 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review) two restatements of the Company’s financial statements.  The Initial 8-K Report incorrectly is shown on the website of the Commission as having been filed under Item 4.01 (Changes in Registrant’s Certifying Accountant).

On January 22, 2013, the Company filed an amended Current Report on Form 8-K/A to correct the error regarding the Initial 8-K Report and to clarify that the subject matter of the Company’s filing pertains to Item 4.02, rather than Item 4.01, of Form 8-K.

*     *     *

1

Securities and Exchange Commission

January 22, 2013

Page 2

In connection with the foregoing, the Company acknowledges that:

●

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

●

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

●

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please direct any questions regarding this response letter to the undersigned at mpeterson@pacificenergydevelopment.com (855-733-3826) or to the Company’s General Counsel, Clark Moore, at cmoore@pacificenergydevelopment.com (855-733-3826).

Very truly yours,

/s/ Michael L. Peterson

Michael L. Peterson

Chief Financial Officer

2

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

DIVISION OF
CORPORATION FINANCE

         January 18, 2013

Via E -Mail
Michael L. Peterson
Executive Vice President and Chief Financial Officer
PEDEVCO Corp .
4125 Blackhawk Plaza Circle, Suite 201
Danville, California 94506

 Re: PEDEVCO CORP .
  Form 8-K
Filed  January 15, 2013
  File No.  000-53725

Dear M r. Peterson :

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 better understand your
disclosure.

Please respond to this letter within five business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not 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 these comments, we may have  additional comments.

Form 8 -K Filed January 15, 2013

1. We note you have filed a Form 8 -K with reference to Item 4.01 , Changes in Registrant’s
Certifying Accountant .  However, as the content of the filing pertains to Item 4.02 , Non-
Reliance on Previously Issued Financial Statements , please contact Filer Technical
Support at (202) 551 -8900  to have the Item reference revised .

Closing Comments

We urge all persons who are responsible for the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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.

Michael L. Peterson
PEDEVCO C orp.
January 18, 2013
Page 2

  In responding to our comments, please provide  a written statement from the company
acknowledging that :

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

You may contact Jennifer O’Brien  at (202) 551 -3721  if you have questions regarding
comments on the financial statements and re lated matters.  Please contact me at (202) 551 -3311
with any other questions.

        Sincerely,

        /s/ Ethan Horowitz

        Ethan Horowitz
        Branch Chief

June 22 , 2012

Via E -mail
Mr. Roger P. Herbert
Interim President
Blast Energy Services, Inc.
P.O. Box 710152
Houston, Texas 77271 -0152

Re: Blast Energy Services, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed April 23, 2012
File No. 0-53725

Dear Mr. Herbert :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from tak ing
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons wh o are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/H. Roger Schwall

H. Roger Schwall
Assistant Director

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The Loev Law Firm, PC

6300 West Loop South, Suite 280

Bellaire, Texas 77401

Telephone (713) 524-4110

Facsimile (713) 524-4122

June 1, 2012

Ms. Alexandra Ledbetter

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Telephone Number: (202) 551-3317

Re:

Blast Energy Services, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed April 23, 2012

File No. 0-53725

Dear Ms. Ledbetter,

In response to your comment letter dated May 17, 2012, Blast Energy Services, Inc. (the “Company” “Blast,” “we,” and “us”) has the following responses.

Summary of the Merger (page 50), page 2

1.           We note your disclosure that “Immediately following the merger (and taking into account the reverse stock split and other transactions contemplated by our amended and restated certificate of formation), PEDCO’s existing shareholders will own an estimated approximately 95% of our outstanding common stock (approximately 94% on a fully diluted basis) and 100% of our outstanding preferred stock.” Please provide us with your calculation of the number of shares of your common stock which will be held by PEDCO’s existing shareholders.

RESPONSE:

The Company has provided a spreadsheet detailing the calculation of the number of shares of common stock which will be held by Blast shareholders and PEDCO’s existing shareholders subsequent to the merger below (both on a fully-diluted basis and without taking into account convertible securities) and updated the percentages throughout the proxy statement with the calculations below.

Not Including Convertible Securities

On a Fully-Diluted Basis

Shares of Blast Common Stock Outstanding Immediately Following the 1:112 Reverse Stock Split and Prior To the Issuance of Shares to PEDCO Shareholders

1,675,931

(1)

1,921,055

(3)

Shares of Blast Common Stock Issuable In Consideration For Shares of PEDCO Common Stock Outstanding in the Merger

17,857,261

(2)

32,385,636

(4)

Total Shares of Blast Common Stock Issued and Outstanding Immediately Following the Merger and 1:112 Reverse Stock Split

19,533,192

34,306,691

Percentage of Shares of Common Stock Held By Former PEDCO Shareholders

91.4%

94.4%

Percentage of Shares of Common Stock Held by Pre-Merger Blast Shareholders

8.6%

5.6%

100%

100%

(1)

Represents an aggregate of 187,704,253 pre-1:112 reverse split shares of common stock, including 70,276,435 shares of common stock currently issued and outstanding; 6,000,000 shares issuable upon conversion of the Series A Preferred Stock, one share of common stock issuable upon conversion of the Series B Preferred Stock; 75,116,500 shares issuable upon conversion of a promissory note held by Berg McAfee; 5,982,900 shares of common stock issuable upon conversion of a promissory note held by Clyde Berg; and 30,328,417 shares issuable upon conversion of outstanding debt held by various current and former officers, directors and consultants of the Company.

(2)

For more information on significant shareholders of PEDCO see the table titled “Existing Significant Stockholders of PEDCO”, in the revised proxy statement.

(3)

Includes 4,358,792 pre-1:112 reverse split shares issuable upon exercise of outstanding options and 23,095,089 pre 1:112 reverse split shares issuable upon exercise of outstanding warrants (an aggregate of 245,124 post-1:112 reverse split securities).

(4)

Includes 11,984,208 shares of Series A Preferred Stock, which convert into common stock on a one-for-one basis; warrants to purchase 1,100,000 shares of common stock; warrants to purchase 549,167 shares of Series A Preferred Stock; and options to purchase 895,000 shares of common stock.

Proposal I – Approval of the Merger Agreement and Merger, page 50

Background of the Merger and Reasons for the Merger, page 53

2.           We note your disclosure in the second paragraph on page 55 regarding the discussions leading up to the merger agreement. Please describe in greater detail all of the negotiations and material contacts, and identify the individuals at Blast and PEDCO who were involved in each instance. Refer to Item 1005(c) of Regulation M-A.

RESPONSE:

The Company has updated and expanded its disclosures in the section entitled “Background of the Merger and Reasons for the Merger” with the information requested.

RESPONSE:

3.           Please explain in greater detail how you determined the merger consideration substantively. Describe the negotiations.

RESPONSE:

The Company has updated and expanded its disclosures to describe in greater detail how the merger consideration was determined and the negotiations relating to the merger consideration and merger in general.

4.           We note your disclosure in the last paragraph on page 55 regarding your comparison of the market capitalization of Blast to a valuation of PEDCO based on recent private placement transactions, including in April 2012. Given that you entered the merger agreement with PEDCO on January 13, 2012, please provide information concerning the valuations of PEDCO in the private placements completed in 2011 and January 2012, while the merger consideration was being negotiated.

RESPONSE:

The Company has updated and expanded its disclosures relating to the valuation of the PEDCO private placements completed during the time period that the merger was negotiated as requested.

5.           Please also disclose what consideration you gave to a comparison of Blast’s oil and gas properties and operations to PEDCO’s.

RESPONSE:

The Company has updated and expanded its disclosures to include a discussion of the Company’s oil and gas operations in light of PEDCO’s oil and gas operations as requested.

6.           We note your disclosure that the assumption and four-month extension of your $1.33 million debt to Centurion was an important factor in your decision to enter into this merger. Explain why you believe that your prospects of repaying the debt will be enhanced after combining with PEDCO.

RESPONSE:

The Company has updated and expanded its disclosures to include the disclosure requested.

Unaudited Pro Forma Condensed Combined Financial Statements, page 78

General

7.           We note from disclosure on page 4 that your creditors are willing to convert $1.45 million of your outstanding secured debt into common stock at a price of $0.02 per share (prior to the reverse stock split) upon consummation of the merger. With reference to Article 11 of Regulation S-X, please tell us how you considered including a pro forma adjustment to reflect this conversion.

RESPONSE:

The Unaudited Pro Forma Consolidated Financial Statements have been revised and updated to include an adjustment for the conversion of outstanding secured debt into common stock.

Pro Forma Consolidated Balance Sheets, page 79

8.           We note you are asking your shareholders to approve the conversion of all of the outstanding shares of your Series A and Series B preferred stock into shares of common stock on a one-for-one basis immediately prior to the reverse stock split on a one-for-one hundred ten basis. Please clarify whether the pro forma adjustment to common stock reflects the reverse split of the shares of your common stock after they are converted from preferred shares.

RESPONSE:

The footnotes to the Unaudited Pro Forma Consolidated Financial Statements have been revised and updated to clearly state that they include the conversion of Series A and Series B preferred stock. Since there is only one share of Series B preferred stock outstanding, quantitatively its conversion results in an immaterial impact to the financial statements; therefore, no adjustment to the numbers is made under Pro forma adjustment column.

Pro Forma Footnotes, page 80

9.           We note from the disclosure in your pro forma footnote (1) that pro forma goodwill is based on “the difference between the fair value of consideration transferred and the fair value of assets acquired and liabilities assumed (which valuation and allocation is not final, is not based on any valuation and is subject to change).” Based on this statement and review of the adjustments to the financial information related to Blast Energy Services, Inc., it is not clear whether you have adjusted the assets and liabilities of Blast Energy Services, Inc. for their estimated fair value as required by FASB ASC 805-40-45-2b. Please provide additional detail explaining your application of this guidance and your pro forma adjustment for goodwill. Your revised disclosure should describe your pro forma purchase accounting adjustments.

RESPONSE:

We have provided a table below to demonstrate how we calculated the value of goodwill. Assets acquired and liabilities assumed are recognized based on an estimate of their fair value as of the transaction date. For current assets and liabilities transferred we used their book values as the best measurement of the fair value. For oil and gas properties and equipment we used the book value since the year-end book values reflected a review by an independent reservoir engineer and impairment adjustments are made to meet the current fair market value.

Fair value of consideration transferred:

      - 17,857,261 shares of C/S

$
82,143

      - 11,984,208 shares of P/S

275,637

Fair value of (assets acquired) and liabilities assumed:

     - current assets

(66,407
)

     - oil & gas properties

(1,419,269
)

     - equipment

(396,754
)

     - liabilities transferred

3,627,349

Goodwill

$
2,102,699

Pro Forma Consolidated Statements of Operations, page 81

10.           Please provide us with a reconciliation of the number you disclose on page 82 as the basic and diluted weighted average common shares outstanding. Refer to FASB ASC 805-40-45-3 through 805-40-45-5.

RESPONSE:

The basic and diluted weighted average common shares outstanding for the year ended December 31, 2011 was adjusted according to FASB ASC 805-40-45 from 71,425,905 shares to 19,202,580 shares to reflect the following:

Pro forma

Pro forma

Original

Adjustment

Adjusted

1:112 reverse stock split

71,425,905

(70,788,174
)

637,731

Conversion of Series A Stock (1)

-

53,571

53,571

New PEDCO shares issued (1)

-

17,857,261

17,857,261

Conversion debt to equity (1)

-

654,017

654,017

Total

71,425,905

(52,223,325
)

19,202,580

(1)These share issuances were recorded by the Company as if the transactions were completed at the beginning of the year.

Proposal II – Approval of the Amended and Restated Certificate of Formation and Designation, page 96

11.           We note that your proposal to amend and restate the certificate of formation and designation entails several substantive proposals. Please revise this proposal to provide shareholders the opportunity to vote on each separate matter presented. Refer to Exchange Act Rule 14a-4(a)(3) and –(b)(1). For further guidance, refer to SEC Release No. 34-31326, Part II.H. You may indicate, as appropriate, that the consummation of each of these separate matters is conditioned on the consummation of the other related matters.

RESPONSE:

The Company has updated the proxy statement to include separate proposals for each material change to the Company’s certificate of formation to be affected by the amended and restated certificate of formation as you have requested.

Sincerely,

/s/ John S. Gillies

John S. Gillies

Associate

Confirmation and Acknowledgement

of Blast Energy Services, Inc.

Blast Energy Services, Inc. (the “Company”), confirms and acknowledges that:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

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

Blast Energy Services, Inc.

Date:  June 1, 2012

By:

/s/ Roger P. (Pat) Herbert

Roger P. (Pat) Herbert

Interim President and CEO and

Principal Executive Officer

May 17, 2012

Via E -mail
Mr. Roger P.  Herbert
Interim President
Blast Energy Services, Inc.
P.O. Box 710152
Houston, Texas 77271 -0152

Re: Blast Energy Services, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed April 23, 2012
File N o. 0-53725

We have reviewed your filing an d 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 within ten business days by amending your filing,  by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your res ponse.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Summary of the Merger (page 50), page 2

1. We note your disclosure that “ Immediately following the merger (and taking into account
the reverse stock split and other transactions contemplated by our amended and  restated
certificate of formation), PEDCO’s existing shareholders will own an estimated
approximately 95% of our outstanding common stock  (approx imately 94% on a fully
diluted basis) and 100% of our outstanding preferred stock .”  Please provide us with your
calculation of the number of shares of your common stock which will be held by
PEDCO’s existing shareholders .

Proposal I – Approval of the Me rger Agreement and Merger, page 50

Background of the Merger and Reasons for the Merger, page 53

2. We note your disclosure in the second paragraph on page 55 regarding the discussions
leading up to the merger agreement.  Please describe in greater detail al l of the

Mr. Roger P. Herbert
Blast Energy Services, Inc.
May 17, 2012
Page 2

 negotiations and material contacts, and identify the individuals at Blast and PEDCO who
were involved  in each instance .  Refer to Item 1005(c) of Regulation M -A.

3. Please explain in greater detail how you determined the merger consideration
substantively .  Describe the negotiations.

4. We note your disclosure in the last paragraph on page 55 regarding your comparison of
the market capitalization of Blast to a valuation of PEDCO based on recent private
placement transactions, including in April 2012.  Given that you entered the merger
agreement with PEDCO on January 13, 2012, please provide information concerning the
valuations of PEDCO in the private placements comple ted in 2011 and January 2012,
while the merger consideration was being negotiat ed.

5. Please also disclose what consideration you gave to a comparison of Blast’s oil and gas
properties and operations to PEDCO’s.

6. We note your disclosure that the assumption and four -month extension of your $1.33
million debt to Centurion was an important factor in your decision to enter into this
merger.  Explain why you believe that your prospects of repaying the debt will be
enhan ced after combining with PEDCO.

Unaudited Pro Forma Condensed Combined Financial Statements, page 78

General

7. We note from disclosure on page 4 that your creditors are willing to convert $1.45
million of your outstanding secured debt into common stock at a price of $0.02 per  share
(prior to the reverse stock split)  upon consummation of the  merger .  With reference to
Article 11 of Regulation S -X, please tell us how you considered including a pro forma
adjustment to reflect this conversion.

Pro Forma Con solidated Balance Sheets, page 79

8. We note you are asking your shareholders to approve the conversion of all of the
outstanding shares of your Series A and Series B preferred stock into shares of commo n
stock on a one -for-one basis immediately prior to the  rever se stock split on a one -for-one
hundred ten basis.  Please clarify whether the pro forma adjustment to common stock
reflects the reverse split of the shares of your common stock after they are converted
from preferred shares.

Pro Forma Footnotes, pa ge 80

9. We note from the disclosure in your pro forma footnote (1) that pro forma goodwill is
based on “the difference between the fair value of consideration transferred and the fair
value of assets acquired and liabilities assumed (which valuation and allocation  is not

Mr. Roger P. Herbert
Blast Energy Services, Inc.
May 17, 2012
Page 3

 final, is not based on any valuation and is subject to change).”  Based on this statement
and review of the adjustments to the financial information related to Blast Energy
Services, Inc., it is not clear whether you have adjusted the assets and li abilities of Blast
Energy Services, Inc. for their estimated fair value as required by FASB ASC 805 -40-45-
2b.  Please provide additional detail explaining your application of this guidance and your
pro forma adjustment for goodwill.  Your revised disclosur e should describe your pro
forma purchase accounting adjustments.

Pro Forma Consolidated Statements of Operations, page 81

10. Please provide us with a reconciliation of the number you disclose on page 82 as the
basic and diluted weighted average common shares outstanding.  Refer to FASB ASC
805-40-45-3 through 805 -40-45-5.

Proposal II – Approval of the Amended and Restated Certificate of Formation and Designation,
page 96

11. We note that your proposal to amend and restate the certificate of formation and
designation  entails several substantive proposals.  Please revise this  proposal to provide
share holders the opportunity to vote on each separate matter presented.  Refer to
Exchange Act Rule 14a -4(a)(3) and –(b)(1).  For further guidance, refer to SEC Rele ase
No. 34 -31326, Part II.H.  You may indicate, as appropriate, that the consummation of
each of these separate matters is conditioned on the consummation of the other related
matters.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a com pany’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy  and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

Mr. Roger P. Herbert
Blast Energy Services, Inc.
May 17, 2012
Page 4

 You may contact Jennifer O’Brien  (Staff Accountant) at (202) 551 -3721  or Ethan
Horowitz  (Branch Chief) at (202) 551 -3311  if you have questions regarding comments on the
financial statements and related matters.  Please contact Alexandra M. Ledbetter (Staff Attorney)
at (202) 551 -3317  or Norman von Holtzendorff (Staff Attorney) at (202) 551 -3237 with any
other questions.

Sincerely,

        /s/H. Roger Schwall

H. Roger Schwall
Assistant Director

CORRESP
1
filename1.htm

      Correspondence - Response 3.28.06

      March
        28,
        2006

      Via
        UPS and Fax

      Ms.
        April
        Sifford

      Branch
        Chief

      U.S.
        Securities and Exchange Commission

      100
        F
        Street, NE

      Washington,
        D.C. 20549

                Re:

                Blast
                  Energy Services, Inc.

                Item
                  4.02 Form 8-K

                Filed
                  March 27, 2006

                File
                  N0. 333-64122

      Dear
        Ms.
        Sifford:

      We
        are in
        receipt of your letter of today’s date.

      Item
        1.

      Response: We
        plan
        to amend our Form 8-K by describing that the decision to restate was made
        in
        consultation with our independent accountants per Item 4.02(a) of Form 8-K
        per
        the attached document.

      Item
        2.

      Response: We
        plan
        to file restated Form 10-KSB for December 31, 2004 and Forms 10-QSB for March
        31, 2005, June 30, 2005 and September 30, 2005 on or before March 31, 2006.
        All
        filings will be made on EDGAR.

      Item
        3.

      Response:
         We
        plan
        to state that the officer’s conclusions with respect to disclosure controls and
        procedures in the previous filings were not effective as of the end of the
        periods covered by the respective reports, given the restatement of the filings
        listed above. In the future, the Company will institute a procedure to
        thoroughly review the carrying value of its intangible assets.

      We
        trust
        that this communication also addresses the issues raised in Mr. Schwall’s letter
        of March 22, 2006 to Michael Larkin of Adams & Reese. If you have any
        questions or comments regarding the foregoing, please do not hesitate to
        contact
        me at (281) 453 2888.

                Very
                  truly yours,

                BLAST
                  ENERGY SERVICES, Inc.

                /s/
                  John O’Keefe

                John
                  O’Keefe

      Enclosures

      cc: Mr.
        Roger
        Schwall

      Ms.
        Melinda Kramer

      Mr.
        Ron
        Winfrey

      Mr.
        Gary
        Newberry

      United
        States Securities and Exchange Commission

      Mr.
        Michael Larkin

      Adams
        & Reese

      Mr.
        David
        Grossman

      Malone
        & Bailey

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010

March 27, 2006

Via facsimile and U.S. Mail

Mr. John O’Keefe
Chief Financial Officer
Blast Energy Services, Inc.
14550 Torrey Chase Boulevard, Suite 330
Houston, Texas  77014-1022

Re:   Blast Energy Services, Inc.
Item 4.02 Form 8-K
Filed March 27, 2006
File No. 333-64122

Dear Mr. O’Keefe:

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 more information so we may better understand your disclosure.  After reviewing this information, we may 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

1. Item 4.02(c) of Form 8-K requires you to provide your independent accountant
with a copy of the disclosure you are making in response to Item 4.02(b) and request that it furnish you with a letter stating whether it agrees with the statements you have made in response to Item 4.02(b).  If your independent accountant does not agree with your disclosure, it should explain why not.  Amend your Form 8-K to file this letter as an exhibit no later than two business days after you receive it

Mr. John O’Keefe
Blast Energy Services, Inc.
March 27, 2006 page 2

2. We note that you intend to file restated financial statements.  Please tell us how, and when, you will file them.

3. When you amend your periodic reports to file your restated financial statements, describe the effect of the restatement on the officers’ conclusions regarding the effectiveness of the company’s disclosure controls and procedures.  See Item 307 of Regulation S-B.  If the officers’ conc lude that the disclosure controls and
procedures were effective, despite the restatement, describe the basis for the officers’ conclusions.

As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will provide us with a response.  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 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 filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment 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.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;

‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments 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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. John O’Keefe
Blast Energy Services, Inc.
March 27, 2006 page 3

 If you have any questions, please call Gary Newberry at (202) 551-3761, or me at (202) 551-3684.

       S i n c e r e l y ,

       A p r i l  S i f f o r d
       B r a n c h  C h i e f