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SEC Comment Letter for Prairie Operating Co. (PROP) (CIK 0001162896) (PROP) — Mar 17, 2011

Prairie Operating Co. (PROP) (CIK 0001162896)
Date: March 17, 2011 · CIK: 0001162896 · Accession: 0000000000-11-016765

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
March 17, 2011
Author
Assistant Director
Form
UPLOAD
Company
Prairie Operating Co. (PROP) (CIK 0001162896)

Letter

March 17, 2011 Via E-mail

Gareb Shamus, President Wizard World, Inc. 1350 Avenue of the Americas, 2 nd Floor New York, N.Y. 10019 RE: Wizard World, Inc. (formerly GoEnergy, Inc.) Form 8-K Filed December 14, 2010 and amended February 18, 2011 File No. 0-33383 Dear Mr. Shamus, We have reviewed your filings 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 ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments.

Entry into a Material Definitive Agreement

1. Please reconcile the percent of shares held by KTC sharehol ders after the closing, as stated in this section as 9 6.4%, with the share exchange agreement, which refers to 95.51%. 2. Please include a discussion of the promissory no tes issued at the time the share exchange was executed. See Section 7.08 of the Share Ex change Agreement. Also, it appears that the promissory notes are convertible. Please discuss and incorporate by reference to the exhibit, which was filed with the Form 8-K on November 16, 2010.

Gareb Shamus Wizard World, Inc. March 17, 2011 Page 2

Our Business

Overview

3. We note the reference to you owning the rights to 14 pop culture and multimedia conventions; however, you have only liste d 10 conventions. Please reconcile.

4. We note that you are in the process of acqui ring from KTC LLC the rights to produce the Mid Ohio Comic Con and Houston Comic Con. Pleas e tell us in more detail the status of your plans including the intended timeframe, es timated costs, and the intended source of funds to be used for these acquisitions.

5. We note the statement that you originated a nd produced the Anaheim Comic Con in April 2010. However, the financial statements, wh ich are as of September 2010 do not reflect any revenues from this production and do not refl ect any expenses associated with this. Please explain the nature of your involvement in this production and why revenues have not been/will not be received. Lastly, pleas e explain how you were ab le to originate and produce the Anaheim convention when KTC Co rp. was not incorporated until September 2010. 6. We note that you have scheduled 13 conventi ons for 2011 and plan on adding 5 more to that schedule. Please discuss in greater detail the anticipated costs associated with these conventions, the expected sour ce(s) of funding, and the risks if you are unable to obtain such funding. Also, provide the basis for your projection that you will produce 25 conventions in 2012. Please explain whether you plan to acquire additional conventions or develop them in-house. If so, discuss the costs associated with such expansion efforts and your anticipated source(s) of funding and the risks if you are unable to obtain such funding. 7. Here or in another section, please identify the locations fo r the thirteen conventions scheduled for 2011.

8. Provide the basis for your belief that the male demographic consists of tens of millions of consumers in the US and has hundreds of billion dollars in spending power. Conventions

9. Please provide a more detailed discussion of your business, as required by Item 101(h)(4)(i) of Regulation S-K. In addition, please discuss the status of any proposed products. For instance, we note the discus sion of your proposed new product in the interview with Gareb Shamus on www.ifanboy.com .

10. We note the statement, “[W]e earn revenue from ticket sa les, exhibitor sales, sponsorships and promotions at our Comic Cons.” (emphasi s added); however we do not

Gareb Shamus Wizard World, Inc. March 17, 2011 Page 3

understand the statement in light of the fact that your financial statements do not reflect any revenues through September 2010. Please revise to clarify.

11. Please disclose if known, what percentage of your revenues (will ) come from Live Conventions and from Sponsorships and Promotions. Sponsorships and Promotions

12. Please expand your discussion to provide mo re specificity regarding the company’s offering advertisers “a full range of promoti onal vehicles on-site and through its public relations efforts.”

13. Briefly explain the fee structure sponso rs pay “based upon the position of their advertising media and the exposure it will receive”.

14. Expand to explain in further de tail the company’s plans for co-creating promotions with “companies and brands seeking to benefit fr om the popularity of the Comic Cons…”

15. Please disclose if you have entered into any agreements or whether you are currently in negotiations.

Marketing

16. Discuss the costs of your marketing effo rts promoting your c onventions by way of television, radio, prin t and the Internet. Trademarks and Copyrights

17. We note the statement, “[W]e have a portfo lio of trademarks and service marks and maintain a catalog of copyrighted works.” To the extent possible, please disclose your trademarks, service marks and copyrights and the durations. See It em 101(h)(4)(vii) of Regulation S-K. Regulation

18. We note the disclosure that c onvention centers require that you obtain liabil ity insurance and that you are in the process of obtaini ng such insurance. Please explain how the company was able to hold earlier ev ents without this insurance. Competition; Competitive Strengths

19. Please discuss the competitive business condi tions in the industry and clarify your competitive position in your industry. Please explain the basis for your statement that you “have a competitive advantage over these comic cons because they do not have our economies of scale and operating efficiencies ” in light of the f act that you have only

Gareb Shamus Wizard World, Inc. March 17, 2011 Page 4

recently commenced your operations and have only produced two conventions. Also provide the basis for your statements regard ing the size and volume of your conventions and how they provide leverage and “create a ba rrier to entry of new industry participants.

20. We note in the second paragraph that you do not try to compete with the San Diego Comic-Con and therefore “do not consider them a competitor.” It would appear the San Diego Comic-Con’s “history, size and well established industry presence” would be considered competitive strengths for that entity and that given the similarity in conventions, it and the other large operator s of similar conventions would be your competitors. Please advise or revise. Sales and Marketing Strategy

21. We note the informal arrangement the compa ny has with Wizard Entertainment. Please disclose the nature of the affiliation with Wizard Entertainment, and the terms of the informal arrangement. In addition, it appear s that all three of the magazines mentioned have ceased publication. Growth Strategy

22. Please discuss in detail the company’s plan to increase its presence in the comic con market “by acquiring the rights to conven tions across North America and building and developing new shows in-house.”

23. Please discuss the company’s plans to finance its business expansion and clarify where the funds for expansion will come from. Does the company plan to offer securities or does it have access to credit lines or other financing arrangements? We note in the section “Going Concern” that management pl ans to raise additional funds through private placements. Please discuss in greater detail. Employees

24. We note that you do not have any employees of your own but obtain the services of employees of either KTC LLC or Wizard Ente rtainment. Given this disclosure, it appears that you are not produc ing these conventions but ar e instead relying upon these affiliated companies to produce the conventions and will enter into a formal agreement regarding this arrangement. Please revise the disclosure throughout this Form 8-K to provide clear disclosure of this fact and the impact it may have on your business and operations. Disclose the materi al terms of this arrangement. Lastly, please explain why your executive officers are not considered employees.

Risk Factors

25. Please add risk factors regard ing the going concern raised by the independent registered public accountant, your lack of opera ting history, and lack of revenues.

Gareb Shamus Wizard World, Inc. March 17, 2011 Page 5

Management’s Discussion and Analysis

Overview

26. The Management’s Discussion and Analysis section is one of the most critical aspects of your disclosure. As such, we request that you revise this section to provide a more detailed executive overvi ew to discuss the events, trends, and uncertainties that management views as most critical to your future revenues, financial position, liquidity, plan of operations, and results of operations, to the extent known and foreseeable. To assist you in this regard, please refer to the Commission Guidance Regarding Manageme nt’s Discussion and Analysis of Financial Condition and Results of Opera tions, Release Nos. 33-8350 (December 19, 2003) at http://www.sec.gov/rules/interp/33-8350 .htm. This guidance is intended to elicit more meaningful disclosure in MD &A in a number of areas, including the overall presentation and focus of MD&A, with general emphasis on the discussion and analysis of known trends, demands, co mmitments, events and uncertainties, and specific guidance on disclosures about liqui dity, capital resources, and critical accounting. Background

27. You disclose in the Business section that you originated and produced the Anaheim and Austin Comic Cons in 2010 however we note they are both omitted from the list of Comic Cons to which you have acquired the production rights as the result of the reorganization of KTC LLC. Please explain this inconsistency and clarify the identity of the party that originated and produced the Anaheim and Austin Comic Cons.

28. You disclose in the Business section th at Comic Cons provide you with revenue from ticket sales, exhibitor sales and sponsor ships. Tell us why and revise to explain why you did not generate any revenue from the Comic Cons you produced in 2010.

Management

29. Please briefly discuss the specific experience, qualifications, attributes or skills that lead to the conclusion that the person should serve as a director, in light of your business and structure. See Item 401(e) of Regulation S-K.

30. It is unclear whether Mr. Fiel ds was still an officer and di rector at the time the Form 8-K was filed. Please clarify. If he was stil l an officer or direct or, please provide the business experience discussion required by It em 401(e) of Regulation S-K. If not, please disclose the date he ceased to be an officer or director.

Gareb Shamus Wizard World, Inc. March 17, 2011 Page 6

Involvement in Certain Legal Proceedings

31. Since the company possesses the information to be in the pos ition to know, please revise the opening sentence to make a de finitive statement with respect to the company’s directors and executive officers.

32. Please revise the disclosure regarding invol vement in certain legal proceedings to include the past ten years, rather than five years, as required by Item 401(f) of Regulation S-K.

Executive Compensation

33. Please include compensation disclosure regarding Mr. Shamus.

Certain Relationships and Related Transactions

34. Please disclose whether any consideration ha s been paid to Wizard Entertainment or Wizard Conventions or any other affiliates of Mr. Shamus as a result of the related transactions discusse d in this section.

Properties

35. We note that at the present time, the company has an informal arrangement with Wizard Entertainment for the offices it occupi es. Please disclose the company’s cost associated with leasing its current space.

Exhibits

36. We note that exhibit 10.1 is missing exhibits and/or schedules to the exhibit. Please file this exhibit in its entirety.

Item 9.01 Financial Statements and Exhibits General

37. The purpose of providing predecessor financ ial statements is to provide investors with management’s historical track record regarding the business it operated in the past and plans to continue to operate as a public company. It has come to our attention that either Wizar d Entertainment or Wizard C onventions or both have operated Comic Cons for at least a decade ye t we note that none of that information has been provided in the Form 8-K desp ite the fact that Wizard World plans to continue this line of business. We note that Gareb Shamus is the CEO and Chairman of both Wizard Entertainment and its wholly-owned subsidiary, Wizard Conventions. Tell us why the consolid ated financial statements of Wizard Entertainment have not been included in the Form 8-K as the financial statements of

Gareb Shamus Wizard World, Inc. March 17, 2011 Page 7

Wizard World. If you do not believe those fi nancial statements should be included in the Form 8-K, please explain to us the substantive difference(s) between the revenue-generating activities of Wizard Entertainment (including its wholly-owned subsidiary, Wizard Conventi ons) and the planned activit ies of Wizard World.

38. You state the unaudited financial statemen ts of KTC Corp. as of September 30, 2010 are filed as Exhibit 99.2. We note the KTC Corp. financial statements appear to be audited. Additionally, we note the financial statements are filed within the Form 8-K and are not filed as Exhibit 99.2. Please revise.

Closing Comments

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. 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 responding to our comments, please provi de a written 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.

You may contact Jamie Kessel, staff account ant at (202) 551-3727 or Brian Bhandari, accounting reviewer at (202) 551-3390 if you ha ve questions regarding comments on the financial statements and related matters. Please contact Janice McGuirk, examiner, at (202) 551- 3395 or Pam Howell, legal reviewer, at (202) 551-3357 with any other questions.

Sincerely,
/s/ Pamela Howell for John Reynolds,
Assistant Director

Show Raw Text
March 17, 2011
 Via E-mail

Gareb Shamus, President Wizard World, Inc. 1350 Avenue of the Americas, 2
nd Floor
New York, N.Y.  10019         RE:  Wizard World, Inc. (formerly GoEnergy, Inc.)                 Form 8-K                 Filed December 14, 2010 and amended February 18, 2011                 File No. 0-33383  Dear Mr. Shamus,
We have reviewed your filings 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 ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Entry into a Material Definitive Agreement

1. Please reconcile the percent of  shares held by KTC sharehol ders after the closing, as
stated in this section as 9 6.4%, with the share exchange agreement, which refers to
95.51%.
2. Please include a discussion of the promissory no tes issued at the time the share exchange
was executed.  See Section 7.08 of the Share Ex change Agreement.  Also, it appears that
the promissory notes are convertible.  Please discuss and incorporate by reference to the
exhibit, which was filed with the Form 8-K on November 16, 2010.

Gareb Shamus
Wizard World, Inc. March 17, 2011 Page 2

 Our Business

 Overview

3. We note the reference to you owning the rights to 14 pop culture and multimedia
conventions; however, you have only liste d 10 conventions.  Please reconcile.

4. We note that you are in the process of acqui ring from KTC LLC the rights to produce the
Mid Ohio Comic Con and Houston Comic Con.  Pleas e tell us in more detail the status of
your plans including the intended timeframe, es timated costs, and the intended source of
funds to be used for these acquisitions.

5. We note the statement that you originated a nd produced the Anaheim Comic Con in April
2010.  However, the financial statements, wh ich are as of September 2010 do not reflect
any revenues from this production and do not refl ect any expenses associated with this.
Please explain the nature of your involvement  in this production and why revenues have
not been/will not be received.  Lastly, pleas e explain how you were ab le to originate and
produce the Anaheim convention when KTC Co rp. was not incorporated until September
2010.
6. We note that you have scheduled 13 conventi ons for 2011 and plan on adding 5 more to
that schedule.  Please discuss in greater detail  the anticipated costs associated with these
conventions, the expected sour ce(s) of funding, and the risks if you are unable to obtain
such funding.  Also, provide the basis for your projection that you will produce 25
conventions in 2012.  Please explain whether you  plan to acquire additional conventions
or develop them in-house.  If so, discuss the costs associated with such expansion efforts
and your anticipated source(s) of funding and the risks if you are unable to obtain such
funding.
7. Here or in another section, please identify the locations fo r the thirteen conventions
scheduled for 2011.

8. Provide the basis for your belief that the male demographic consists of tens of millions of
consumers in the US and has hundreds of billion dollars in spending power.
 Conventions

9. Please provide a more detailed discussion of your business, as required by Item
101(h)(4)(i) of Regulation S-K.  In addition, please discuss the status of any proposed
products.  For instance, we note the discus sion of your proposed new product in the
interview with Gareb Shamus on www.ifanboy.com .

10. We note the statement, “[W]e earn  revenue from ticket sa les, exhibitor sales,
sponsorships and promotions at  our Comic Cons.” (emphasi s added); however we do not

Gareb Shamus
Wizard World, Inc. March 17, 2011 Page 3

 understand the statement in light of the fact that your financial statements do not reflect
any revenues through September 2010.  Please revise to clarify.

11. Please disclose if known, what percentage of  your revenues (will ) come from Live
Conventions and from Sponsorships and Promotions.
 Sponsorships and Promotions

12. Please expand your discussion to provide mo re specificity regarding the company’s
offering advertisers “a full range of promoti onal vehicles on-site and through its public
relations efforts.”

13. Briefly explain the fee structure sponso rs pay “based upon the position of their
advertising media and the exposure it will receive”.

14. Expand to explain in further de tail the company’s plans for co-creating promotions with
“companies and brands seeking to benefit fr om the popularity of the Comic Cons…”

15. Please disclose if you have entered into any agreements or whether you are currently in
negotiations.

Marketing

16. Discuss the costs of your marketing effo rts promoting your c onventions by way of
television, radio, prin t and the Internet.
 Trademarks and Copyrights

17. We note the statement, “[W]e have a portfo lio of trademarks and service marks and
maintain a catalog of copyrighted works.”  To  the extent possible, please disclose your
trademarks, service marks and copyrights and the durations.  See It em 101(h)(4)(vii) of
Regulation S-K.
 Regulation

18. We note the disclosure that c onvention centers require that you obtain liabil ity insurance
and that you are in the process of obtaini ng such insurance.  Please explain how the
company was able to hold earlier ev ents without this insurance.
 Competition; Competitive Strengths

19. Please discuss the competitive business condi tions in the industry and clarify your
competitive position in your industry.  Please explain the basis for your statement that
you “have a competitive advantage over these comic cons because they do not have our economies of scale and operating efficiencies ” in light of the f act that you have only

Gareb Shamus
Wizard World, Inc. March 17, 2011 Page 4

 recently commenced your operations and have  only produced two conventions.  Also
provide the basis for your statements regard ing the size and volume of your conventions
and how they provide leverage and “create a ba rrier to entry of new industry participants.

20. We note in the second paragraph that you do not try to compete with the San Diego
Comic-Con and therefore “do not consider them  a competitor.”  It would appear the San
Diego Comic-Con’s “history, size and well established industry presence” would be
considered competitive strengths for that entity and that given the similarity in conventions, it and the other large operator s of similar conventions would be your
competitors.  Please advise or revise.
Sales and Marketing Strategy

21. We note the informal arrangement the compa ny has with Wizard Entertainment.  Please
disclose the nature of the affiliation with Wizard Entertainment, and the terms of the
informal arrangement.  In addition, it appear s that all three of the magazines mentioned
have ceased publication.
 Growth Strategy

22. Please discuss in detail the company’s plan  to increase its presence in the comic con
market “by acquiring the rights to conven tions across North America and building and
developing new shows in-house.”

23. Please discuss the company’s plans to finance its business expansion and clarify where
the funds for expansion will come from.  Does  the company plan to offer securities or
does it have access to credit lines or other financing arrangements?  We note in the section “Going Concern” that management pl ans to raise additional funds through private
placements.   Please discuss in greater detail.
Employees

24. We note that you do not have any employees of your own but obtain the services of
employees of either KTC LLC or Wizard Ente rtainment.  Given this disclosure, it
appears that you are not produc ing these conventions but ar e instead relying upon these
affiliated companies to produce the conventions  and will enter into a formal agreement
regarding this arrangement.  Please revise the disclosure throughout this Form 8-K to
provide clear disclosure of this fact and the impact it may have on your business and
operations.  Disclose the materi al terms of this arrangement.  Lastly, please explain why
your executive officers are not considered employees.

Risk Factors

25. Please add risk factors regard ing the going concern raised by the independent registered
public accountant, your lack of opera ting history, and lack of revenues.

Gareb Shamus
Wizard World, Inc. March 17, 2011 Page 5

 Management’s Discussion and Analysis

Overview

26. The Management’s Discussion and Analysis  section is one of the most critical
aspects of your disclosure.  As such, we  request that you revise this section to
provide a more detailed executive overvi ew to discuss the events, trends, and
uncertainties that management views as most critical to your future revenues,
financial position, liquidity, plan of operations, and results of operations, to the
extent known and foreseeable.  To assist you in this regard, please refer to the
Commission Guidance Regarding Manageme nt’s Discussion and Analysis of
Financial Condition and Results of Opera tions, Release Nos. 33-8350 (December 19,
2003) at http://www.sec.gov/rules/interp/33-8350 .htm.  This guidance is intended to
elicit more meaningful disclosure in MD &A in a number of areas, including the
overall presentation and focus of MD&A, with general emphasis on the discussion
and analysis of known trends, demands, co mmitments, events and uncertainties, and
specific guidance on disclosures about liqui dity, capital resources, and critical
accounting.
 Background

27. You disclose in the Business section that  you originated and produced the Anaheim
and Austin Comic Cons in 2010 however we note they are both omitted from the list
of Comic Cons to which you have acquired the production rights as  the result of the
reorganization of KTC LLC.  Please explain this inconsistency and clarify the
identity of the party that  originated and produced the Anaheim and Austin Comic
Cons.

28. You disclose in the Business section th at Comic Cons provide you with revenue
from ticket sales, exhibitor sales and sponsor ships.  Tell us why and revise to explain
why you did not generate any revenue from the Comic Cons you produced in 2010.

Management

29. Please briefly discuss the specific experience,  qualifications, attributes or skills that
lead to the conclusion that the person should serve as a director, in light of your
business and structure.  See Item 401(e) of Regulation S-K.

30. It is unclear whether Mr. Fiel ds was still an officer and di rector at the time the Form
8-K was filed.  Please clarify.  If he was stil l an officer or direct or, please provide the
business experience discussion required by It em 401(e) of Regulation S-K.  If not,
please disclose the date he ceased to be an officer or director.

Gareb Shamus
Wizard World, Inc. March 17, 2011 Page 6

 Involvement in Certain Legal Proceedings

31. Since the company possesses the information to be in the pos ition to know, please
revise the opening sentence to make a de finitive statement with respect to the
company’s directors and executive officers.

32. Please revise the disclosure regarding invol vement in certain legal proceedings to
include the past ten years, rather than five years, as required by Item 401(f) of
Regulation S-K.

Executive Compensation

33. Please include compensation disclosure regarding Mr. Shamus.

Certain Relationships and Related Transactions

34. Please disclose whether any consideration ha s been paid to Wizard Entertainment or
Wizard Conventions or any other affiliates of  Mr. Shamus as a result of the related
transactions discusse d in this section.

Properties

35. We note that at the present time, the company has an informal arrangement with
Wizard Entertainment for the offices it occupi es.  Please disclose the company’s cost
associated with leasing its current space.

Exhibits

36. We note that exhibit 10.1 is missing exhibits and/or schedules to the exhibit.  Please
file this exhibit in its entirety.

Item 9.01 Financial Statements and Exhibits
 General

37. The purpose of providing predecessor financ ial statements is to provide investors
with management’s historical track record  regarding the business it operated in the
past and plans to continue to operate as a public company.  It has come to our attention that either Wizar d Entertainment or Wizard C onventions or both have
operated Comic Cons for at least a decade ye t we note that none of that information
has been provided in the Form 8-K desp ite the fact that Wizard World plans to
continue this line of business.  We note that Gareb Shamus is the CEO and Chairman of both Wizard Entertainment and its wholly-owned subsidiary, Wizard
Conventions.   Tell us why the consolid ated financial statements of Wizard
Entertainment have not been included in the Form 8-K as the financial statements of

Gareb Shamus
Wizard World, Inc. March 17, 2011 Page 7

 Wizard World.  If you do not believe those fi nancial statements should be included
in the Form 8-K, please explain to us the substantive difference(s) between the
revenue-generating activities of Wizard Entertainment (including its wholly-owned
subsidiary, Wizard Conventi ons) and the planned activit ies of Wizard World.

38. You state the unaudited financial statemen ts of KTC Corp. as of September 30, 2010
are filed as Exhibit 99.2.  We note the KTC Corp. financial statements appear to be
audited.  Additionally, we note the financial statements are filed within the Form 8-K and are not filed as Exhibit 99.2.  Please revise.

Closing Comments

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written 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.

You may contact Jamie Kessel, staff account ant at (202) 551-3727 or Brian Bhandari,
accounting reviewer at (202) 551-3390 if you ha ve questions regarding comments on the
financial statements and related matters.  Please  contact Janice McGuirk, examiner, at (202) 551-
3395 or Pam Howell, legal reviewer, at (202) 551-3357 with any other questions.

Sincerely,
   /s/ Pamela Howell  for    John Reynolds,
Assistant Director