SEC Company Response from Prairie Operating Co. (PROP) (CIK 0001162896) (PROP) — Jul 1, 2011
Prairie Operating Co. (PROP) (CIK 0001162896)
Date: July 1, 2011 · CIK: 0001162896 · Accession: 0001144204-11-038867
AI Filing Summary & Sentiment
Reasoning
Referenced dates: March 17, 2011
Letter
Division of Corporation Finance Wizard World, Inc. (formerly GoEnergy, Inc.) Form 8-K Filed December 14, 2010 and amended February 18, 2011 File No. 0-33383
Dear Ms. Howell:
By letter dated March 17, 2011, the staff (the “Staff,” “you” or “your”) of the United States Securities & Exchange Commission (the “Commission”) provided Wizard World, Inc. (“Wizard World” or the “Company,” “we,” “us” or “our”) with its comments on the Company’s Form 8-K filed on December 14, 2010, as amended on February 18, 2011 (the “Filing”). 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.
Entry into a Material Definitive Agreement
1.
Please reconcile the percent of shares held by KTC shareholders after the closing, as stated in this section as 96.4%, with the share exchange agreement, which refers to 95.51%.
RESPONSE: The Filing states that the percent of shares held by the KTC shareholders after the closing is 96.4% in both instances. Therefore, we did not make any revisions to the Filing in response to this comment.
2.
Please include a discussion of the promissory notes issued at the time the share exchange was executed. See Section 7.08 of the Share Exchange 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.
RESPONSE: We provided a description of the four promissory notes that we issued, which included, without limitation, a discussion of the conversion feature of such notes. We have also incorporated by reference the full text of the promissory note that we filed as Exhibit 10.7 to the Form 8-K filed with the Commission on November 16, 2010.
Our Business
Overview
3.
We note the reference to you owning the rights to 14 pop culture and multimedia conventions; however, you have only listed 10 conventions. Please reconcile.
RESPONSE: Our reference to 14 conventions included conventions that we were planning to acquire. Our reference to 10 conventions only included conventions for which we have already obtained the production rights. To avoid confusion, we have eliminated the discussion about the 14 conventions in the Filing.
4.
We note that you are in the process of acquiring from KTC LLC the rights to produce the Mid-Ohio Comic Con and Houston Comic Con. Please tell us in more detail the status of your plans including the intended timeframe, estimated costs, and the intended source of funds to be used for these acquisitions.
RESPONSE: As of the date of this letter, the acquisition of the production rights to the Mid-Ohio Comic Con has already occurred. The consideration for the acquisition is $77,500, of which $60,000 is the purchase price (the “Purchase Price”) and $17,500 of which is payable in equal amounts over a period of five years for consulting services provided by the seller (the “Consulting Fee”). The Purchase Price is to be paid out over a five year period as a royalty against exhibitor sales. We estimate this will be approximately $12,000 per year for 5 years. Since the Mid-Ohio Comic Con is scheduled for October 22-23, 2011, no royalty payment has been paid or is due to the seller and no Consulting Fee is due to the seller until thirty days after the event. The Mid-Ohio Comic Con is expected to cost approximately $150,000. The show will be funded out of existing cash and cash flow from our Company’s operations. In addition, we receive proceeds from ticket sales and exhibitor sales prior to the event, which is also used to fund the upfront costs due to create and produce the event.
We have decided not to acquire the production rights to the Houston Comic Con and did not suffer any penalties or incur any costs as a result of our decision.
5.
We note the statement that you originated and produced the Anaheim Comic Con in April 2010. However, the financial statements, which are as of September 2010 do not reflect any revenues from this production and do not reflect 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, please explain how you were able to originate and produce the Anaheim convention when KTC Corp. was not incorporated until September 2010.
RESPONSE: The filings have been revised to include Wizard Conventions, Inc. (“Wizard Conventions”) as the predecessor company. Wizard Conventions produced the Anaheim Comic Con in 2010.
6.
We note that you have scheduled 13 conventions 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 source(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.
RESPONSE: We have revised our disclosure to state that we will have ten Comic Cons in 2011. Further, we have deleted our statement that we plan to add more Comic Cons to our 2011 tour because this is no longer a part of our business plans. Rather, as further discussed in the Filing, our current plan is to focus on our existing Comic Cons rather than on acquiring or developing in-house additional Comic Cons. We have also deleted the statement that we plan to have 25 Comic Cons in 2012.
Each Comic Con varies in cost to produce. Production costs vary based on the degree and scope of the production. Generally, our production costs range from approximately $150,000 for a smaller scale production to over $450,000 for a larger production. We base the number of Comic Cons that we produce on how much internal cash flow we have to fund them, which limits the number of Comic Cons that we can produce in one year. Because we have decided that the Comic Cons will be produced solely from internal cash flow, no outside financing is sought or considered.
7.
Here or in another section, please identify the locations for the thirteen conventions scheduled for 2011.
RESPONSE: As stated in our response to Comment #6 above, we have scheduled only 10 conventions for 2011, which will be held in New Orleans, Miami, Toronto, Anaheim, New York, Philadelphia, Rosemont, Los Angeles, Columbus and Austin. We have updated the Filing to reflect such locations.
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.
RESPONSE: We have deleted this statement from the Filing.
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 discussion of your proposed new product in the interview with Gareb Shamus on www.ifanboy.com.
RESPONSE: We have revised the Filing to provide a more detailed discussion of our business. The product referenced in the interview with Mr. Gareb Shamus posted on www.ifanboy.com was an iPad app called Wizard World for our digital media. We are in the process of creating an additional app available to users of iPhone and Android mobile devices.
10.
We note the statement, “We earn revenue from ticket sales, exhibitor sales, sponsorships and promotions at our Comic Cons.” (emphasis added); however we do not understand the statement in light of the fact that your financial statements do not reflect any revenues through September 2010. Please revise to clarify.
RESPONSE: Because Wizard Conventions is deemed the accounting acquirer, we have amended the Filing to include financial results of Wizard Conventions, which include revenue from ticket sales, exhibitor sales, sponsorships and promotions.
11.
Please disclose if known, what percentage of your revenues (will) come from Live Conventions and from Sponsorships and Promotions.
RESPONSE: We expect that approximately 95% of the revenues will come from ticket sales, exhibitor sales and dealer sales at the Live Events and 5% would come from Sponsorships and Promotions. Therefore, we have stated in the Filing that most of our revenues come from the Live Events.
Sponsorships and Promotions
12.
Please expand your discussion to provide more specificity regarding the company’s offering advertisers “a full range of promotional vehicles on-site and through its public relations efforts.”
RESPONSE: We have provided examples of promotional vehicles that we offer to advertisers in the Filing.
13.
Briefly explain the fee structure sponsors pay “based upon the position of their advertising media and the exposure it will receive.”
RESPONSE: The closer a sponsor is to the entrance of the Comic Con, the more exposure is given to such sponsor and the greater the number of attendees at the Comic Con who view the sponsor’s products and/or services. Therefore, the rental fee for space at our Comic Cons is more expensive if the space is closer to the entrance. We also offer sponsors, depending on their budgets, the opportunity to purchase banners on our website, banners on our emails, and signage on-site at the events.
14.
Expand to explain in further detail the company’s plans for co-creating promotions with “companies and brands seeking to benefit from the popularity of the Comic Cons…”
RESPONSE: We have clarified in the Filing that we co-produce conventions with other parties.
15.
Please disclose if you have entered into any agreements or whether you are currently in negotiations.
RESPONSE: We do not enter into formal agreements when we co-promote, for example, a movie, at one of our Comic Cons, as is further described in the Filing.
Marketing
16.
Discuss the costs of your marketing efforts promoting your conventions by way of television, radio, print and the Internet.
RESPONSE: We have discussed in the Filing the costs of our marketing efforts to promote our conventions through television, radio, print and the Internet, and our ability to be cost effective with respect to our marketing.
Trademarks and Copyrights
17.
We note the statement, “[W]e have a portfolio 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 Item 101(h)(4)(vii) of Regulation S-K.
RESPONSE: As disclosed in the Filing, when we acquire the production rights to a Comic Con, we also acquire the specific name of the Comic Con (e.g., Mid-Ohio Comic Con) and the marks, symbols and rights associated with such name.
Regulation
18.
We note the disclosure that convention centers require that you obtain liability insurance and that you are in the process of obtaining such insurance. Please explain how the company was able to hold earlier events without this insurance.
RESPONSE: Wizard Conventions, the predecessor, managed conventions and carried liability insurance during these periods.
Competition; Competitive Strengths
19.
Please discuss the competitive business conditions 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 fact that you have only recently commenced your operations and have only produced two conventions. Also provide the basis for your statements regarding the size and volume of your conventions and how they provide leverage and “create a barrier to entry of new industry participants.
RESPONSE: We have expanded our discussion in the Filing relating to the competitive business conditions and our competitive position in the industry. For example, we are able to state that we have a competitive advantage resulting from our economies of scale and operating efficiencies because Wizard Conventions is deemed the accounting acquirer.
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 operators of similar conventions would be your competitors. Please advise or revise.
RESPONSE: We have revised our discussion about the San Diego Comic-Con.
Sales and Marketing Strategy
21.
We note the informal arrangement the company has with Wizard Entertainment. Please disclose the nature of the affiliation with Wizard Entertainment, and the terms of the informal arrangement. In addition, it appears that all three of the magazines mentioned have ceased publication.
RESPONSE: As discussed in the Filing, we have obtained our own office space and have our own employees so we no longer have an informal arrangement with Wizard Entertainment. The Company operates in the convention business and is not a publisher of print magazines. The Filing has been amended to disclose such facts.
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 conventions across North America and building and developing new shows in-house.”
RESPONSE: Since we filed Amendment No. 1 to our Form 8-K/A, we have decided to focus on our existing Comic Cons rather than acquire additional Comic Cons. We have revised the discussion of our growth plans accordingly in the Filing.
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 plans to raise additional funds through private placements. Please discuss in greater detail.
RESPONSE: We have explained in the Filing how we plan to obtain funding to implement our growth plans.
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 Entertainment. Given this disclosure, it appears that you are not producing these conventions but are 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 material terms of this arrangement. Lastly, please explain why your executive officers are not considered employees.
RESPONSE: As discussed in the Filing, we now have twelve (12) employees and have entered into an employment agreement with Gareb Shamus, our President and CEO. We have clarified throughout the Filing that Wizard Conventions is deemed the accounting acquirer of the Company.
Risk Factors
25. Please add risk factors regarding the going concern raised by the independent registered public accountant, your lack of operating history, and lack of revenues.
RESPONSE: We have added risk factors addressing these and other relevant risk f
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CORRESP
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filename1.htm
Unassociated Document
Wizard World, Inc.
1350 Avenue of the Americas, 2nd Floor
New York, NY 10019
July 1, 2011
Pamela Howell
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
Wizard World, Inc. (formerly GoEnergy, Inc.)
Form 8-K
Filed December 14, 2010 and amended February 18, 2011
File No. 0-33383
Dear Ms. Howell:
By letter dated March 17, 2011, the staff (the “Staff,” “you” or “your”) of the United States Securities & Exchange Commission (the “Commission”) provided Wizard World, Inc. (“Wizard World” or the “Company,” “we,” “us” or “our”) with its comments on the Company’s Form 8-K filed on December 14, 2010, as amended on February 18, 2011 (the “Filing”). 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.
Entry into a Material Definitive Agreement
1.
Please reconcile the percent of shares held by KTC shareholders after the closing, as stated in this section as 96.4%, with the share exchange agreement, which refers to 95.51%.
RESPONSE: The Filing states that the percent of shares held by the KTC shareholders after the closing is 96.4% in both instances. Therefore, we did not make any revisions to the Filing in response to this comment.
2.
Please include a discussion of the promissory notes issued at the time the share exchange was executed. See Section 7.08 of the Share Exchange 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.
RESPONSE: We provided a description of the four promissory notes that we issued, which included, without limitation, a discussion of the conversion feature of such notes. We have also incorporated by reference the full text of the promissory note that we filed as Exhibit 10.7 to the Form 8-K filed with the Commission on November 16, 2010.
Our Business
Overview
3.
We note the reference to you owning the rights to 14 pop culture and multimedia conventions; however, you have only listed 10 conventions. Please reconcile.
RESPONSE: Our reference to 14 conventions included conventions that we were planning to acquire. Our reference to 10 conventions only included conventions for which we have already obtained the production rights. To avoid confusion, we have eliminated the discussion about the 14 conventions in the Filing.
4.
We note that you are in the process of acquiring from KTC LLC the rights to produce the Mid-Ohio Comic Con and Houston Comic Con. Please tell us in more detail the status of your plans including the intended timeframe, estimated costs, and the intended source of funds to be used for these acquisitions.
RESPONSE: As of the date of this letter, the acquisition of the production rights to the Mid-Ohio Comic Con has already occurred. The consideration for the acquisition is $77,500, of which $60,000 is the purchase price (the “Purchase Price”) and $17,500 of which is payable in equal amounts over a period of five years for consulting services provided by the seller (the “Consulting Fee”). The Purchase Price is to be paid out over a five year period as a royalty against exhibitor sales. We estimate this will be approximately $12,000 per year for 5 years. Since the Mid-Ohio Comic Con is scheduled for October 22-23, 2011, no royalty payment has been paid or is due to the seller and no Consulting Fee is due to the seller until thirty days after the event. The Mid-Ohio Comic Con is expected to cost approximately $150,000. The show will be funded out of existing cash and cash flow from our Company’s operations. In addition, we receive proceeds from ticket sales and exhibitor sales prior to the event, which is also used to fund the upfront costs due to create and produce the event.
We have decided not to acquire the production rights to the Houston Comic Con and did not suffer any penalties or incur any costs as a result of our decision.
5.
We note the statement that you originated and produced the Anaheim Comic Con in April 2010. However, the financial statements, which are as of September 2010 do not reflect any revenues from this production and do not reflect 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, please explain how you were able to originate and produce the Anaheim convention when KTC Corp. was not incorporated until September 2010.
RESPONSE: The filings have been revised to include Wizard Conventions, Inc. (“Wizard Conventions”) as the predecessor company. Wizard Conventions produced the Anaheim Comic Con in 2010.
6.
We note that you have scheduled 13 conventions 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 source(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.
RESPONSE: We have revised our disclosure to state that we will have ten Comic Cons in 2011. Further, we have deleted our statement that we plan to add more Comic Cons to our 2011 tour because this is no longer a part of our business plans. Rather, as further discussed in the Filing, our current plan is to focus on our existing Comic Cons rather than on acquiring or developing in-house additional Comic Cons. We have also deleted the statement that we plan to have 25 Comic Cons in 2012.
Each Comic Con varies in cost to produce. Production costs vary based on the degree and scope of the production. Generally, our production costs range from approximately $150,000 for a smaller scale production to over $450,000 for a larger production. We base the number of Comic Cons that we produce on how much internal cash flow we have to fund them, which limits the number of Comic Cons that we can produce in one year. Because we have decided that the Comic Cons will be produced solely from internal cash flow, no outside financing is sought or considered.
7.
Here or in another section, please identify the locations for the thirteen conventions scheduled for 2011.
RESPONSE: As stated in our response to Comment #6 above, we have scheduled only 10 conventions for 2011, which will be held in New Orleans, Miami, Toronto, Anaheim, New York, Philadelphia, Rosemont, Los Angeles, Columbus and Austin. We have updated the Filing to reflect such locations.
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.
RESPONSE: We have deleted this statement from the Filing.
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 discussion of your proposed new product in the interview with Gareb Shamus on www.ifanboy.com.
RESPONSE: We have revised the Filing to provide a more detailed discussion of our business. The product referenced in the interview with Mr. Gareb Shamus posted on www.ifanboy.com was an iPad app called Wizard World for our digital media. We are in the process of creating an additional app available to users of iPhone and Android mobile devices.
10.
We note the statement, “We earn revenue from ticket sales, exhibitor sales, sponsorships and promotions at our Comic Cons.” (emphasis added); however we do not understand the statement in light of the fact that your financial statements do not reflect any revenues through September 2010. Please revise to clarify.
RESPONSE: Because Wizard Conventions is deemed the accounting acquirer, we have amended the Filing to include financial results of Wizard Conventions, which include revenue from ticket sales, exhibitor sales, sponsorships and promotions.
11.
Please disclose if known, what percentage of your revenues (will) come from Live Conventions and from Sponsorships and Promotions.
RESPONSE: We expect that approximately 95% of the revenues will come from ticket sales, exhibitor sales and dealer sales at the Live Events and 5% would come from Sponsorships and Promotions. Therefore, we have stated in the Filing that most of our revenues come from the Live Events.
Sponsorships and Promotions
12.
Please expand your discussion to provide more specificity regarding the company’s offering advertisers “a full range of promotional vehicles on-site and through its public relations efforts.”
RESPONSE: We have provided examples of promotional vehicles that we offer to advertisers in the Filing.
13.
Briefly explain the fee structure sponsors pay “based upon the position of their advertising media and the exposure it will receive.”
RESPONSE: The closer a sponsor is to the entrance of the Comic Con, the more exposure is given to such sponsor and the greater the number of attendees at the Comic Con who view the sponsor’s products and/or services. Therefore, the rental fee for space at our Comic Cons is more expensive if the space is closer to the entrance. We also offer sponsors, depending on their budgets, the opportunity to purchase banners on our website, banners on our emails, and signage on-site at the events.
14.
Expand to explain in further detail the company’s plans for co-creating promotions with “companies and brands seeking to benefit from the popularity of the Comic Cons…”
RESPONSE: We have clarified in the Filing that we co-produce conventions with other parties.
15.
Please disclose if you have entered into any agreements or whether you are currently in negotiations.
RESPONSE: We do not enter into formal agreements when we co-promote, for example, a movie, at one of our Comic Cons, as is further described in the Filing.
Marketing
16.
Discuss the costs of your marketing efforts promoting your conventions by way of television, radio, print and the Internet.
RESPONSE: We have discussed in the Filing the costs of our marketing efforts to promote our conventions through television, radio, print and the Internet, and our ability to be cost effective with respect to our marketing.
Trademarks and Copyrights
17.
We note the statement, “[W]e have a portfolio 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 Item 101(h)(4)(vii) of Regulation S-K.
RESPONSE: As disclosed in the Filing, when we acquire the production rights to a Comic Con, we also acquire the specific name of the Comic Con (e.g., Mid-Ohio Comic Con) and the marks, symbols and rights associated with such name.
Regulation
18.
We note the disclosure that convention centers require that you obtain liability insurance and that you are in the process of obtaining such insurance. Please explain how the company was able to hold earlier events without this insurance.
RESPONSE: Wizard Conventions, the predecessor, managed conventions and carried liability insurance during these periods.
Competition; Competitive Strengths
19.
Please discuss the competitive business conditions 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 fact that you have only recently commenced your operations and have only produced two conventions. Also provide the basis for your statements regarding the size and volume of your conventions and how they provide leverage and “create a barrier to entry of new industry participants.
RESPONSE: We have expanded our discussion in the Filing relating to the competitive business conditions and our competitive position in the industry. For example, we are able to state that we have a competitive advantage resulting from our economies of scale and operating efficiencies because Wizard Conventions is deemed the accounting acquirer.
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 operators of similar conventions would be your competitors. Please advise or revise.
RESPONSE: We have revised our discussion about the San Diego Comic-Con.
Sales and Marketing Strategy
21.
We note the informal arrangement the company has with Wizard Entertainment. Please disclose the nature of the affiliation with Wizard Entertainment, and the terms of the informal arrangement. In addition, it appears that all three of the magazines mentioned have ceased publication.
RESPONSE: As discussed in the Filing, we have obtained our own office space and have our own employees so we no longer have an informal arrangement with Wizard Entertainment. The Company operates in the convention business and is not a publisher of print magazines. The Filing has been amended to disclose such facts.
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 conventions across North America and building and developing new shows in-house.”
RESPONSE: Since we filed Amendment No. 1 to our Form 8-K/A, we have decided to focus on our existing Comic Cons rather than acquire additional Comic Cons. We have revised the discussion of our growth plans accordingly in the Filing.
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 plans to raise additional funds through private placements. Please discuss in greater detail.
RESPONSE: We have explained in the Filing how we plan to obtain funding to implement our growth plans.
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 Entertainment. Given this disclosure, it appears that you are not producing these conventions but are 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 material terms of this arrangement. Lastly, please explain why your executive officers are not considered employees.
RESPONSE: As discussed in the Filing, we now have twelve (12) employees and have entered into an employment agreement with Gareb Shamus, our President and CEO. We have clarified throughout the Filing that Wizard Conventions is deemed the accounting acquirer of the Company.
Risk Factors
25. Please add risk factors regarding the going concern raised by the independent registered public accountant, your lack of operating history, and lack of revenues.
RESPONSE: We have added risk factors addressing these and other relevant risk f