SEC Comment Letter for Prairie Operating Co. (PROP) (CIK 0001162896) (PROP) — Feb 10, 2011
Prairie Operating Co. (PROP) (CIK 0001162896)
Date: Feb. 10, 2011 · CIK: 0001162896 · Accession: 0000000000-11-009096
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File numbers found in text: 000-33383
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February 10, 2011
Gareb Shamus President and Chief Executive Officer Wizard World, Inc. 1350 Avenue of the Americas, 2
nd Floor
New York, NY 10019
Re: Wizard World, Inc.
Item 4.01 Form 8-K
Filed February 8, 2011
File No. 000-33383
Dear Mr. Shamus:
We have reviewed your filing and have th e 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 commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry 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 re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 fr ee to call us at the
telephone numbers listed at th e end of this letter.
Form 8-K
1. We note the audit opinion on your financial statements for the years ended July 31, 2010
and 2009 was modified as to uncertainty. As such, please revise to disclose this fact
consistent with Item 304(a)(1 )(ii) of Regulation S-K.
2. Please revise to disclose if you had any disagreements with your former accountants
through the date of dismissal as required by Item 304(a )(1)(iv) of Regulation S-K.
Exhibit 16
3. To the extent that you make changes to your Form 8-K to comply with our comments,
please obtain and file an updated Exhibit 16 letter from the former accountants stating
whether the accountant agrees w ith the statements made in your revised Form 8-K.
Gareb Shamus
Wizard World, Inc.
February 10, 2011 Page 2
As appropriate, please amend your filing a nd respond to these comments within five
business days or tell us when you will respond. Y ou may wish to provide us with marked copies
of the amendment to expedite our review. Please furnish a c over 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 fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing in cludes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision. Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made. In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of the United States.
In addition, please be advised th at the Division of Enforcement has access to all information
you provide to the staff of the Division of Corpor ation Finance in our review of your filing or in
response to our comments on your filing.
If you have any questions, pl ease call me at (202) 551-3727.
S i n c e r e l y , / s / J a m i e K e s s e l J a m i e K e s s e l S t a f f A c c o u n t a n t