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SEC Company Response from Prairie Operating Co. (PROP) (CIK 0001162896) (PROP) — Feb 18, 2011

Prairie Operating Co. (PROP) (CIK 0001162896)
Date: Feb. 18, 2011 · CIK: 0001162896 · Accession: 0001144204-11-009879

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Summary

Reasoning

File numbers found in text: 000-33383

Referenced dates: December 15, 2010

Date
Feb. 18, 2011
Author
/s/
Form
CORRESP
Company
Prairie Operating Co. (PROP) (CIK 0001162896)

Letter

Division of Corporation Finance Wisard World, Inc. Form 8-K Filed December 14, 2010 File No. 000-33383

Dear Ms. Reilly:

By letter dated December 15, 2010, the staff (the “Staff,” “you” or “your”) of the United States Securities & Exchange Commission (the “Commission”) provided Wizard World, Inc. (f/k/a GoEnergy, Inc.) (the “Company,” “we,” “us” or “our”) with its comments on the Company’s Form 8-K filed on December 14, 2010. We are in receipt of your letter and set forth below the Company’s responses to the Staff’s comments. For your convenience, the questions are listed below, followed by the Company’s response.

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 the entities under common control. Accordingly, in addition to the existing financial statements of KTC Corp., please amend the Form 8-K to provide audited financial statements of KTC LLC for the two most recent fiscal years and unaudited financial statements for the subsequent interim period.

RESPONSE:

The audited financial statements for KTC, LLC have been included in the amended filing. KTC LLC was formed on April 17, 2009. KTC LLC is yet to establish a bank account and never managed a Comic Con event during the period from inception to date. From inception to date, the only transactions that KTC LLC entered into were to acquire the production rights of 10 local Comic Con events (attached as Schedule 1). In consideration for the rights to produce these local Comic Con events, KTC LLC provided the sellers of the production rights exhibitor rights, free of charge, at each Comic Con event held at such location.

KTC Corp. issued 16.0 million shares of common stock not only to acquire these production rights, but to also compensate the management team of KTC LLC to commit to developing and growing the Comic Con business of KTC Corp. The management team of KTC Corp did not provide any value to the production rights that were acquired.

2. When a reverse merger occurs, a change in accountants is presumed to have occurred as well unless the same auditor 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.

RESPONSE:

When we closed the share exchange between our Company and Kick the Can Corp. on December 7, 2010, our Form 10-Q for the three month period ended October 31, 2010 was due on December 15, 2010. Because our then current auditor Seale & Beers, CPAs had already begun reviewing our Form 10-Q, we decided to continue our engagement with Seale & Beers until after our Form 10-Q was filed. We have since filed on February 8, 2011 a Form 8-K satisfying the requirements of Item 304 of Regulation 8-K.

The Company acknowledges that:

·

the Company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

Sincerely,
/s/
Gareb Shamus

Show Raw Text
CORRESP
1
filename1.htm

    Unassociated Document

    Wizard
World, Inc.

    1350 Avenue
of the Americas, 2nd Fl.

    New
York, NY 10019

    February
18, 2011

    Ms.
Susann Reilly

    U.S.
Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, N.E.

    Washington,
D.C. 20549

              Re:

              Wisard
      World, Inc.

              Form
      8-K

              Filed
      December 14, 2010

              File
      No. 000-33383

    Dear Ms.
Reilly:

    By letter
dated December 15, 2010, the staff (the “Staff,” “you” or “your”) of the United
States Securities & Exchange Commission (the “Commission”) provided
Wizard World, Inc. (f/k/a GoEnergy, Inc.) (the “Company,” “we,” “us” or “our”) with its
comments on the Company’s Form 8-K filed on December 14, 2010. We are in receipt
of your letter and set forth below the Company’s responses to the Staff’s
comments.  For your convenience, the questions are listed below,
followed by the Company’s response.

    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 the entities under common
control.  Accordingly, in addition to the existing financial
statements of KTC Corp., please amend the Form 8-K to provide audited financial
statements of KTC LLC for the two most recent fiscal years and unaudited
financial statements for the subsequent interim period.

    RESPONSE:

        The
audited financial statements for KTC, LLC have been included in the amended
filing.  KTC LLC was formed on April 17, 2009.  KTC LLC is
yet to establish a bank account and never managed a Comic Con event during the
period from inception to date.  From inception to date, the only
transactions that KTC LLC entered into were to acquire the production rights
of 10 local Comic Con events (attached as Schedule 1).  In
consideration for the rights to produce these local Comic Con events, KTC LLC
provided the sellers of the production rights exhibitor rights, free of charge,
at each Comic Con event held at such location.

      KTC Corp.
issued 16.0 million shares of common stock not only to acquire these production
rights, but to also compensate the management team of KTC LLC to commit to
developing and growing the Comic Con business of KTC Corp.  The
management team of KTC Corp did not provide any value to the production rights
that were acquired.

    2. When a
reverse merger occurs, a change in accountants is presumed to have occurred as
well unless the same auditor 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.

    RESPONSE:

        When we
closed the share exchange between our Company and Kick the Can Corp. on December
7, 2010, our Form 10-Q for the three month period ended October 31, 2010 was due
on December 15, 2010.  Because our then current auditor Seale &
Beers, CPAs had already begun reviewing our Form 10-Q, we decided to continue
our engagement with Seale & Beers until after our Form 10-Q was filed. We
have since filed on February 8, 2011 a Form 8-K satisfying the requirements of
Item 304 of Regulation 8-K.

    The
Company acknowledges that:

              ·

              the
      Company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of
      the United States.

    Sincerely,

    /s/
Gareb Shamus

    Gareb
Shamus

    President
and Chief Executive Officer

      SCHEDULE
I

                1.

                Atlanta
      Comic Con;

                2.

                Big
      Apple Comic Con;

                3.

                Cincinnati
      Comic Con;

                4.

                Connecticut
      Comic Con;

                5.

                Nashville
      Comic Con;

                6.

                New
      England Comic Con;

                7.

                North
      Coast Comic Con;

                8.

                Toronto
      Comic Con;

                9.

                the
      Mid Ohio Comic Con; and

                10.

                Houston
      Comic Con.