SEC Comment Letter for Prairie Operating Co. (PROP) (CIK 0001162896) (PROP) — Mar 1, 2012
Prairie Operating Co. (PROP) (CIK 0001162896)
Date: March 1, 2012 · CIK: 0001162896 · Accession: 0000000000-12-010911
AI Filing Summary & Sentiment
Reasoning
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 100 F Street, NE WASHINGTON, D.C. 20549 -4546
DIVISION OF CORPORATION FINANCE
March 1, 2012 Mr. Michael Mathews Wizard World, Inc. 1350 Avenue of the Americas Second Floor New York, NY 10019 Re: Wizard World, Inc. (the “Company”) File No . 0-33383 Dear Mr. Mathews: We have received your letter dated February 27 th requesting a waiver to the requirement to file audited financial statements of Wizard Conventions, Inc. for the year ended December 31, 2008. The Company did not include thes e financial statements in the Form 8-K reporting the reverse acquisition consummated on December 7, 2010. Wizard Conventions, Inc. is the Company’ s predecessor, and the omission of its 2008 financial statements was brought to your attention through our st aff review process.
We have considered the circumstances as described in your letter. You should be aware that t he Company’s filing on Form 8 -K reporting the reverse acquisition was and remains deficient due to the omission of Wizard Conventions’ 2008 audited financial statements. In reverse acquisition transactions , historical financial statements of the accounting acquirer ( which is the registrant’ s predecessor for financial reporting purposes) is made available to investors in the Form 8- K reporting t he transaction to enable them to gain insight and historical perspective about the acquirer’s past financial performance , liquidity, and trends . We think the financial information for all periods required under the Commission’s rules with respect to that filing on Form 8 -K is important in promoting an investor ’s understanding of the Company , and accordingly, we will not waive the financial statement requirement as you have requested. Please know that until you file audited financial statements of Wizard Conventions for the year ended December 31, 2008, we will not declare effective any registration statements or post-effective amendments to registra tion statements. In addition, you should not make offerings under effective registration statements or under Rules 505 and 506 of Regulation D where any purchasers are not accredited investors under Rule 501(a) of that Regulation until you file the required audited financial statements.
Michael Mathews Wizard World, Inc. March 1, 2012 Page 2
Our p osition as described above is based on the information included in your letter. Materially new or different information could lead to a different conclusion. If you have any questions concerning this matter, please call me at (202) 551- 3400. Sincerely, Joel K. Levine Associate Chief Accountant
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549 -4546
DIVISION OF
CORPORATION FINANCE
March 1, 2012
Mr. Michael Mathews
Wizard World, Inc.
1350 Avenue of the Americas
Second Floor
New York, NY 10019
Re: Wizard World, Inc. (the “Company”)
File No . 0-33383
Dear Mr. Mathews:
We have received your letter dated February 27
th requesting a waiver to the requirement
to file audited financial statements of Wizard Conventions, Inc. for the year ended December 31,
2008. The Company did not include thes e financial statements in the Form 8-K reporting the
reverse acquisition consummated on December 7, 2010. Wizard Conventions, Inc. is the Company’ s predecessor, and the omission of its 2008 financial statements was brought to your
attention through our st aff review process.
We have considered the circumstances as described in your letter. You should be aware
that t he Company’s filing on Form 8 -K reporting the reverse acquisition was and remains
deficient due to the omission of Wizard Conventions’ 2008 audited financial statements. In
reverse acquisition transactions , historical financial statements of the accounting acquirer ( which
is the registrant’ s predecessor for financial reporting purposes) is made available to investors in
the Form 8- K reporting t he transaction to enable them to gain insight and historical perspective
about the acquirer’s past financial performance , liquidity, and trends . We think the financial
information for all periods required under the Commission’s rules with respect to that filing on Form 8 -K is important in promoting an investor ’s understanding of the Company , and
accordingly, we will not waive the financial statement requirement as you have requested.
Please know that until you file audited financial statements of Wizard Conventions for
the year ended December 31, 2008, we will not declare effective any registration statements or post-effective amendments to registra tion statements. In addition, you should not make offerings
under effective registration statements or under Rules 505 and 506 of Regulation D where any
purchasers are not accredited investors under Rule 501(a) of that Regulation until you file the required audited financial statements.
Michael Mathews
Wizard World, Inc.
March 1, 2012
Page 2
Our p osition as described above is based on the information included in your letter.
Materially new or different information could lead to a different conclusion. If you have any
questions concerning this matter, please call me at (202) 551- 3400.
Sincerely,
Joel K. Levine
Associate Chief Accountant