PEDEVCO (PED) 8-K Charter of the Nominating and Corporate Governance

Exhibit 17.1

September 5, 2013

PEDEVCO Corp.

Attn:  Board of Directors

4125 Blackhawk Plaza Circle

Suite 201

Danville, California 94506

Re:           Resignation from Board of Directors

 Dear Board of Directors:

I hereby resign from the Board of Directors of PEDEVCO CORP., a Texas corporation (the "Company"), effective immediately prior to the listing of the Company’s common stock on the NYSE MKT.

Dated:  September 5, 2013	/s/ Jamie Tseng
	JAMIE TSENG