SEC Comment Letter for Prairie Operating Co. (PROP) (CIK 0001162896) (PROP) — Dec 15, 2010
Prairie Operating Co. (PROP) (CIK 0001162896)
Date: Dec. 15, 2010 · CIK: 0001162896 · Accession: 0000000000-10-075267
AI Filing Summary & Sentiment
Reasoning
Letter
Re: GoEnergy Inc. Form 8-K Filed December 14, 2010 File No. 0-33383 Dear Mr. Shamus: Our preliminary review of y our filing indicates that it fails in numerous material respects to comply with the requirements of the Securities Exchange Act of 1934, the rules and regulations under th at Act, and the requir ements of the form. We will not perform a detailed examination of the filing because to do so would delay the review of other disclosure documents that do not appear to contain comparable deficiencies.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
DIVISION OF CORPORATION FINANCE
December 15, 2010 via U.S. mail and facsimile
Gareb Shamus, President GoEnergy Inc. 3960 Howard Hughes Parkway, Suite 500 Las Vegas, NV 89169
We 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. We suggest that you consider filing a subs tantive amendment correc ting the deficiencies.
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 response.
After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments. 1. The financial statements presented in the Form 8-K do not comply with SEC rules and requirements. In the transaction whereby KTC Corp acquired from KTC LLC the production rights to multiple Comic Cons in exchange for 16.0 million shares, it appears to us that KTC Corp has succeeded to the business of KTC LLC and that this transaction is one of entities under common control. Accordingly, in
Gareb Shamus, President GoEnergy Inc. December 15, 2010 Page 2 of 3 addition to the existing financial statemen ts of KTC Corp, please amend the Form 8-K to provide audited financial statemen ts of KTC LLC for the two most recent fiscal years and unaudited fi nancial statements for the subsequent interim period.
2. When a reverse merger occurs, a change in accountants is presumed to have occurred as well unless the same aud itor audited the pre-merger financial statements of both the registrant and the operating company. The successor auditor is presumed to be the one who will audit the post-merger financial statements. We note that Goenergy Inc and KTC Corp had separate auditors. Please amend the Form 8-K to provide all information required by Item 304 of Regulation S-K.
We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating 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 filings;
• staff comments or changes to disclosu re in response to staff comments do not foreclose the Commission from ta king any action with respect to the filings; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commissi on or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filings or in response to our comments on your filings.
Gareb Shamus, President GoEnergy Inc. December 15, 2010 Page 3 of 3 You may Susann Reilly at (202) 551-3236 or Jim Lopez at (202) 551-3536 if you have questions. Sincerely, John Reynolds A s s i s t a n t D i r e c t o r Office of Beverages, Apparel and Health Care Services
cc: Gareb Shamus, President Via facsimile to (212) 765-5779
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
December 15, 2010
via U.S. mail and facsimile
Gareb Shamus, President GoEnergy Inc. 3960 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
Re: GoEnergy Inc.
Form 8-K Filed December 14, 2010 File No. 0-33383
Dear Mr. Shamus:
Our preliminary review of y our filing indicates that it fails in numerous material
respects to comply with the requirements of the Securities Exchange Act of 1934, the rules
and regulations under th at Act, and the requir ements of the form. We will not perform a
detailed examination of the filing because to do so would delay the review of other disclosure documents that do not appear to contain comparable deficiencies.
We 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. We suggest that
you consider filing a subs tantive amendment correc ting the deficiencies.
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 response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
1. The financial statements presented in the Form 8-K do not comply with SEC rules
and requirements. In the transaction whereby KTC Corp acquired from KTC LLC the production rights to multiple Comic Cons in exchange for 16.0 million shares, it appears to us that KTC Corp has succeeded to the business of KTC LLC
and that this transaction is one of entities under common control. Accordingly, in
Gareb Shamus, President
GoEnergy Inc.
December 15, 2010 Page 2 of 3
addition to the existing financial statemen ts of KTC Corp, please amend the Form
8-K to provide audited financial statemen ts of KTC LLC for the two most recent
fiscal years and unaudited fi nancial statements for the subsequent interim period.
2. When a reverse merger occurs, a change in accountants is presumed to have
occurred as well unless the same aud itor audited the pre-merger financial
statements of both the registrant and the operating company. The successor auditor is presumed to be the one who will audit the post-merger financial statements. We note that Goenergy Inc and KTC Corp had separate auditors. Please amend the Form 8-K to provide all information required by Item 304 of
Regulation S-K.
We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating 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 filings;
• staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filings; and
• the company may not assert staff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
Gareb Shamus, President
GoEnergy Inc. December 15, 2010 Page 3 of 3
You may Susann Reilly at (202) 551-3236 or Jim Lopez at (202) 551-3536 if you
have questions.
Sincerely, John Reynolds
A s s i s t a n t D i r e c t o r
Office of Beverages, Apparel and Health Care Services
cc: Gareb Shamus, President
Via facsimile to (212) 765-5779