SEC – ‘UPLOAD’ from 1/23/20 re: American Diversified Energy LLC – ‘TEXT-EXTRACT’

On:  Thursday, 1/23/20, at 9:06am ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed to:  3/2/20   ·   Accession #:  0-20-592

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     34K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC (PDF Text)      3±    13K 

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC (PDF Text)

                                                      January 22, 2020

Julio Macedo                                                                    
Manager                                                                         
American Diversified Energy LLC                                                 
711 W. 17th Street, Suite D-5                                                   
Costa Mesa, CA 92627                                                            

Re: American Diversified Energy LLC                               
Amendment Nos. 4 and 5 to Offering Statement on Form 1-A  
Filed January 9 and 14, 2020                              
File No. 024-10904                                        

Dear Mr. Macedo:                                                                

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

   Please respond to this letter by amending your offering statement and
providing the                                                                   
requested information. 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 offering statement and the  
information you                                                                 
provide in response to these comments, we may have additional comments. Unless  
we note                                                                         
otherwise, our references to prior comments are to comments in our December 2,  
2019 letter.                                                                    

Form 1-A Amendment No. 5 filed January 14, 2020                                 

Results of Operations, page 91                                                  

1.    Reference is made to comment 6 and your revised disclosure provided in    
the first                                                                       
  paragraph on page 91. Your disclosure of a net loss for the year ended
October 31, 2018                                                                
and 2017 of $1,214,982 and $307,265 is consistent with the net loss 
reported on your                                                                
    statements of operations. However, your disclosure of incurred losses of
$682,285 and                                                                    
$373,203 for the nine months ended July 31, 2019 and 2018 is not    
consistent with the net                                                         
loss reported on your statements of operations. Please revise.      
Julio Macedo                                                                  
FirstNameDiversified Energy LLC                                                 
American LastNameJulio Macedo                                                   
Comapany NameAmerican Diversified Energy LLC                                    
January 22, 2020                                                                
Page 2                                                                          
January 22, 2020 Page 2                                                         
FirstName LastName                                                              
Liquidity and Capital Resources, page 92                                        

2.       In the fifth paragraph you refer to a liability of $957,000 to ADE     
Crescent while the                                                              
   balance sheet presents a liability of $976,650. Please explain or
revise.                                                                         
Financial Statements, page F-1                                                  

3.       In a note or separate statement, please provide an analysis of the     
changes in each caption                                                         
   of members' deficit presented in the balance sheet as of July 31,
2019. Reference is made                                                         
to (b)(5), Part F/S of Form 1-A.                              
Note 10 - Subsequent Events                                                     
Investment of Corvette, LLC in ADE Crescent City LLC and Summary of the Amended 
Restated Operating Agreement of ADE Crescent City LLC, page F-26                

4.       We are reissuing comment 14 in light of the Form 1-A/A filed January   
14, 2020. Your                                                                  
    response to comment 14 states ADE Crescent was in the construction
stage and did not                                                               
exceed the 20% threshold in Rule 8-03(b)(3) of Regulation S-X.
However, subsequent to                                                          
        your response, in Form 1-A/A filed January 14, 2020, the balance sheet
presents an equity                                                              
  method investment balance of $334,455, which exceeds 20% of your
consolidated assets.                                                            
     Please revise to provide the required Rule 8-03(b)(3) of Regulation
S-X disclosure or                                                               
explain why such disclosure is not required.                  
5.       You disclose that management determined that the receivable recorded   
on ADE Crescent                                                                 
       City books and records of $976,000 is likely not recoverable from the
Company. Please                                                                 
disclose the bad debt expense recorded.                       
 You may contact Scott Stringer at (202) 551-3272 or Adam Phippen at
(202) 551-3336 if                                                               
you have questions regarding comments on the financial statements and related   
matters. Please                                                                 
contact Daniel Morris at (202) 551-3314 or Mara Ransom, Office Chief, at (202)  
551-3264 with                                                                   
any other questions.                                                            

                                                      Sincerely,

                                                       Division of
Corporation Finance                                                             
                                                             Office of Trade &
Services                                                                        
cc:      Kristin Cano, Esq.                                                     

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		3/2/20		CORRESP,  UPLOAD
Filed on:		1/23/20		UPLOAD
		1/22/20		UPLOAD
		1/14/20		1-A/A,  UPLOAD
		12/2/19		UPLOAD
		7/31/19		UPLOAD
		10/31/18		UPLOAD
		7/31/18		UPLOAD
		10/31/17		UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/09/18  American Diversified Energy LLC   1-A                   26:5.7M                                   GlobalOne Filings Inc/FA