SecProbe.io

CORRESP
 1
 filename1.htm

 Prairie
Operating Co.

 April
30, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re: Prairie
 Operating Co.
 Registration Statement on Form S-3 (File No. 333-286676)
 Request for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 Prairie
Operating Co. (the "Company") hereby respectfully requests that the effective date of the above referenced Registration Statement
be accelerated to 3:30 p.m., Eastern Time, on May 2, 2025, or as soon as practicable thereafter.

 Please
notify Paul S. Conneely of Norton Rose Fulbright US LLP, counsel to the Company, at (214) 855-7478 upon the effectiveness of the Registration
Statement or if you have any questions regarding this request.

 Very truly yours,

 PRAIRIE OPERATING CO.

 By:
 /s/
 Daniel T. Sweeney

 Name:
 Daniel
 T. Sweeney

 Title:
 Executive
 Vice President, General Counsel and Corporate Secretary

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 30, 2025

Edward Kovalik
Chief Executive Officer
Prairie Operating Co.
55 Waugh Drive, Suite 400
Houston, TX 77007

 Re: Prairie Operating Co.
 Registration Statement on Form S-3
 Filed April 22, 2025
 File No. 333-286676
Dear Edward Kovalik:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Anuja Majmudar at 202-551-3844 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Paul Conneely
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Prairie
Operating Co.

55
Waugh Drive, Suite 400

Houston,
Texas 77007

December
20, 2024

Division
of Corporation Finance

Office
of Energy and Transportation

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3561

    Re:
    Prairie
    Operating Co.

    Registration
    Statement on Form S-3 (as amended)

    File
    No. 333-282730

Ladies
and Gentlemen:

On
behalf of Prairie Operating Co. (the “Company”), and pursuant to Rule 461 promulgated under the Securities Act of 1933, as
amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement on Form S-3 (File No.
333-282730) be accelerated to 4:00 P.M., Washington, D.C. time, on December 20, 2024, or as soon as practicable thereafter.

We
request that we be notified of such effectiveness by a telephone call to T. Mark Kelly of Vinson & Elkins L.L.P. at (713) 758-4592
or E. Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629 and that such effectiveness also be confirmed in writing. The Company
hereby authorizes T. Mark Kelly and E. Ramey Layne, counsel to the Company, to orally modify or withdraw this request for acceleration.
Thank you for your assistance in this matter.

[Signature
Page Follows]

United
States Securities and Exchange Commission

December
20, 2024

Page
2

    Very truly yours,

    Prairie Operating Co.

    By:

    /s/
    Daniel T. Sweeney

    Name:

    Daniel
    T. Sweeney

    Title:

    Executive
    Vice President and General Counsel

    cc:

    T.
    Mark Kelly, Vinson & Elkins L.L.P.

    E.
    Ramey Layne, Vinson & Elkins L.L.P.

[Signature
Page to Company Acceleration Request]

CORRESP
1
filename1.htm

Prairie
Operating Co.

55
Waugh Drive, Suite 400

Houston,
Texas 77007

December
20, 2024

Division
of Corporation Finance

Office
of Energy and Transportation

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3561

    Re:
    Withdrawal
    of Acceleration Request

    Registration
    Statement on Form S-3, as amended (File No. 333-282730)

    Prairie
    Operating Co. (the “Company”)

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on December 19, 2024, in which we requested the acceleration of the effective
date of the above referenced Registration Statement on Form S-3 (File No. 333-282730) for 4:00 P.M., Washington, D.C. time, on Monday,
December 23, 2024, or as soon as practicable thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended. We
formally withdraw our request for acceleration of the effective date.

Please
call the Company’s counsel at T. Mark Kelly of Vinson & Elkins L.L.P. at (713) 758-4592 or E. Ramey Layne of Vinson & Elkins
L.L.P. at (713) 758-4629 with any questions regarding this matter.

[Signature
Page Follows]

    United States Securities and Exchange Commission
 December 20, 2024
 Page 2

    Very
    truly yours,

    Prairie
    Operating Co.

    By:
    /s/
    Daniel T. Sweeney

    Name:
    Daniel
    T. Sweeney

    Title:

    Executive
    Vice President and General Counsel

    cc:
    T.
    Mark Kelly, Vinson & Elkins L.L.P.

    E.
    Ramey Layne, Vinson & Elkins L.L.P.

[Signature
Page to Company Acceleration Request]

CORRESP
1
filename1.htm

Prairie
Operating Co.

55
Waugh Drive, Suite 400

Houston,
Texas 77007

December
19, 2024

Division
of Corporation Finance

Office
of Energy and Transportation

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3561

    Re:
    Prairie
    Operating Co.

    Registration
    Statement on Form S-3 (as amended)

    File
    No. 333-282730

Ladies
and Gentlemen:

On
behalf of Prairie Operating Co. (the “Company”), and pursuant to Rule 461 promulgated under the Securities Act of 1933, as
amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement on Form S-3 (File No.
333-282730) be accelerated to 4:00 P.M., Washington, D.C. time, on December 23, 2024, or as soon as practicable thereafter.

We
request that we be notified of such effectiveness by a telephone call to T. Mark Kelly of Vinson & Elkins L.L.P. at (713) 758-4592
or E. Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629 and that such effectiveness also be confirmed in writing. The Company
hereby authorizes T. Mark Kelly and E. Ramey Layne, counsel to the Company, to orally modify or withdraw this request for acceleration.
Thank you for your assistance in this matter.

[Signature
Page Follows]

United
States Securities and Exchange Commission

December
19, 2024

Page
2

    Very
    truly yours,

    Prairie
    Operating Co.

    By:
    /s/
    Daniel T. Sweeney

    Name:
    Daniel
    T. Sweeney

    Title:

    Executive
    Vice President and General Counsel

    cc:
    T.
    Mark Kelly, Vinson & Elkins L.L.P.

    E.
    Ramey Layne, Vinson & Elkins L.L.P.

[Signature
Page to Company Acceleration Request]

December 16, 2024
Edward Kovalik
Chief Executive Officer
Prairie Operating Co.
55 Waugh Drive, Suite 400
Houston, TX 77007
Re:Prairie Operating Co.
Amendment No. 2 to Registration Statement on Form S-3
Filed December 10, 2024
File No. 333-282730
Dear Edward Kovalik:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 9, 2024 letter.
Amendment No. 2 to Form S-3 filed on December 10, 2024
Documents Incorporated by Reference, , page 1
We refer you to exhibit 99.2 to Form 8-K filed on November 27, 2024. You state that
on August 15, 2024, the purchase price in the NRO agreement was amended to $84.5
million in cash, subject to certain closing price adjustments and other customary
closing conditions. You go on to disclose at note 5 that on October 1, 2024, you
transferred total cash consideration of $55.8 million related to the acquisition. Please
provide us with additional information about the difference between the amended
purchase price of $84.5 million and the total consideration of $55.8 million transferred
to the seller. To the extent that the $55.8 million cash consideration represents the
final purchase price, please clearly disclose that the asset purchase agreement was
amended and state the revised purchase price at the forepart of the Unaudited Pro 1.

December 16, 2024
Page 2
Forma Condensed Combined Financial Information.
            Please contact Brian McAllister at 202-551-3341 or Craig Arakawa at 202-551-3650
if you have questions regarding comments on the financial statements and related
matters. Please contact Anuja Majmudar at 202-551-3844 or Karina Dorin at 202-551-3763
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Ramey Layne

CORRESP
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filename1.htm

Prairie
Operating Co.

55
Waugh Drive, Suite 400

Houston,
Texas 77007

December
16, 2024

Division
of Corporation Finance

Office
of Energy and Transportation

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3561

  Re:
  Prairie Operating Co.

  Registration Statement on Form S-3

  Filed December 10, 2024

  File No. 333-282730

Ladies
and Gentlemen:

Set
forth below are the responses of Prairie Operating Co. (the “Company,” “we,” “us”
or “our”) to comments received from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated December 16, 2024, with respect
to the Amendment to the Company’s Registration Statement on Form S-3, File No. 333-282730, filed with the Commission on December
10, 2024 (the “Registration Statement”).

For
your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.

Amendment
No. 2 to Form S-3 Filed on December 10, 2024

Documents
Incorporated by Reference, page 1

 1. We
                                            refer you to exhibit 99.2 to Form 8-K filed on November 27, 2024. You state that on August
                                            15, 2024, the purchase price in the NRO agreement was amended to $84.5 million in cash, subject
                                            to certain closing price adjustments and other customary closing conditions. You go on to
                                            disclose at note 5 that on October 1, 2024, you transferred total cash consideration of $55.8
                                            million related to the acquisition. Please provide us with additional information about the
                                            difference between the amended purchase price of $84.5 million and the total consideration
                                            of $55.8 million transferred to the seller. To the extent that the $55.8 million cash consideration
                                            represents the final purchase price, please clearly disclose that the asset purchase agreement
                                            was amended and state the revised purchase price at the forepart of the Unaudited Pro Forma
                                            Condensed Combined Financial Information.

RESPONSE:
We respectfully acknowledge the Staff’s comment and respectfully advise the Staff that there was not a further amendment of the
asset purchase agreement after the previously disclosed August 15, 2024 amendment. The NRO asset purchase agreement provided for purchase
price adjustments based, among other things, on NRO’s revenues and expenses from the January 1, 2024 effective date through the
closing date and the amount of assumed liabilities associated with property and severance taxes. These types of closing price adjustments
are customary in the oil and gas industry. The difference between the purchase price of $84.5 million, as amended by the August 15, 2024
amendment and the $55.8 million of total consideration was the result of customary closing price adjustments, including: (i) NRO revenues
of $32.9 million; (ii) NRO expenses of $11.1 million; (iii) NRO assumed liabilities associated with property and severance taxes of $6.0
million; and (iv) NRO suspended revenues of $1.1 million. The Company submits that it disclosed in the Form 8-K filed on August 15, 2024
the amount to be paid at closing, based on the amended asset purchase agreement, would be $57.0 million subject to adjustments, and the
pro forma financial statements filed as exhibit 99.2 to Form 8-K filed on November 27, 2024 contained disclosure in “Note 5 - Preliminary
Purchase Price” indicating that the cash consideration paid at closing ($49.6 million) included customary purchase price adjustments
(see footnote (1) to the table of consideration transferred, assets acquired and liabilities assumed). The Company respectfully submits
that it will update this disclosure in its future filings to clarify that the difference between the amended purchase price and the cash
consideration paid was the result of customary closing price adjustments.

*
* * * *

Please
direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff,
please contact T. Mark Kelly of Vinson & Elkins L.L.P. at (713) 758-4592 or E. Ramey Layne of Vinson & Elkins L.L.P. at (720)
802-8116.

  Very truly yours,

  PRAIRIE OPERATING CO.

  By:
  /s/ Edward Kovalik

  Name:
  Edward
Kovalik

  Title:
  Chief
Executive Officer

  Enclosures

  cc:

  T.
Mark Kelly, Vinson & Elkins L.L.P.

  E.
Ramey Layne, Vinson & Elkins L.L.P.

CORRESP
1
filename1.htm

Prairie
Operating Co.

55
Waugh Drive, Suite 400

Houston,
Texas 77007

December
10, 2024

Division
of Corporation Finance

Office
of Energy and Transportation

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3561

    Re:

    Prairie
    Operating Co.

Amendment
No. 1 to Registration Statement on Form S-3

Filed
November 22, 2024

File
No. 333-282730

Ladies
and Gentlemen:

Set
forth below are the responses of Prairie Operating Co. (the “Company,” “we,” “us”
or “our”) to comments received from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated December 9, 2024, with respect
to the Amendment to the Company’s Registration Statement on Form S-3, File No. 333-282730, filed with the Commission on November
22, 2024 (the “Registration Statement”).

For
your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.

Amendment
No. 1 to Form S-3 filed November 22, 2024

Documents
Incorporated by Reference, page 1

 1. We
                                            refer you to exhibits 99.5 and 99.7 to the Form 8-K filed on October 4, 2024. Please update
                                            to provide the unaudited interim financial statements for Nickel Road Operating LLC and the
                                            unaudited pro forma condensed combined financial information for Prairie Operating Co. and
                                            Nickel Road Operating LLC as of and for the nine months ended September 30, 2024. Please
                                            ensure that the terms of the NRO agreement that were amended on August 15, 2024 are reflected
                                            in your pro forma adjustments.

RESPONSE:
We respectfully acknowledge the Staff’s comment and advise the Staff that the unaudited interim financial statements
for Nickel Road Operating LLC (“NRO”) and the unaudited pro forma condensed combined financial
information for the Company and NRO as of and for the nine months ended September 30, 2024, were filed on
November 27, 2024, on the Company’s Current Report on Form 8-K. We advise the Staff that the pro forma adjustments
reflect, as applicable, the asset purchase agreement by and among the Company, Prairie Operating Co., LLC, NRO and Nickel Road Development LLC, dated January 11, 2024, as amended August 15, 2024. We further advise the
Staff that we have revised the Documents Incorporated by Reference sections in each resale prospectus in Amendment No. 2 to the
Registration Statement in response to the Staff’s comments.

Securities
and Exchange Commission

December
10, 2024

Page
2

General

 2. We
                                            note your response to prior comment 6 and re-issue it in part. Please revise the cover page
                                            for the resale prospectus registering the offer and sale of up to 4,198,343 shares of common
                                            stock by YA II PN, LTD., to clarify that you are registering (i) up to 100,000 shares of
                                            common stock issued to YA as a commitment fee and (ii) up to 4,098,343 shares of common stock
                                            (a) issuable pursuant to or in connection with the Standby Equity Purchase Agreement, dated
                                            September 30, 2024, between the Company and YA, subject to the satisfaction of the conditions
                                            set forth therein, and (b) issuable upon the conversion of the convertible promissory note
                                            issued on September 30, 2024 in the original principal amount of $15.0 million.

RESPONSE:
We respectfully acknowledge the Staff’s comment and have revised the cover page of the resale prospectus with respect to the registration
of the offer and sale of up to 4,198,343 shares of common stock in Amendment No. 2 to the Registration Statement in response to the Staff’s
comments.

 3. We
                                            note your response to prior comment 7 and disclosure that the warrants “will be exercisable
                                            at any time until September 30, 2029, at an exercise price of $8.89, as may be adjusted pursuant
                                            to the terms of such warrants, in accordance with the terms of a subordinated promissory
                                            note.” Please revise your Description of Securities to include the material terms of
                                            the warrants, including the provisions for changes to or adjustments in the exercise price
                                            and minimum price. Refer to Item 202(c) of Regulation S-K. In addition, please file the warrant
                                            as an exhibit to your registration statement. In this regard, we note that the Form of Warrant
                                            has been omitted from the Subordinated Note filed as Exhibit 10.5.

RESPONSE:
We respectfully acknowledge the Staff’s comment and have revised the Description of Securities on page 13 of the resale prospectus
with respect to the registration of the offer and sale of up to 2,968,592 shares of common stock issuable upon the exercise of warrants,
the form of which is attached as Exhibit 4.5 of Amendment No. 2 to the Registration Statement in response to the Staff’s comments.

*        *        *       *        *

Please
direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff,
please contact T. Mark Kelly of Vinson & Elkins L.L.P. at (713) 758-4592 or E. Ramey Layne of Vinson & Elkins L.L.P. at (713)
758-4629.

    Very truly yours,

    PRAIRIE OPERATING CO.

    By:
    /s/
    Edward Kovalik

    Name:
    Edward
    Kovalik

    Title:
    Chief
    Executive Officer

    Enclosures

cc:

T.
Mark Kelly, Vinson & Elkins L.L.P.

E.
Ramey Layne, Vinson & Elkins L.L.P.

December 9, 2024
Edward Kovalik
Chief Executive Officer
Prairie Operating Co.
55 Waugh Drive, Suite 400
Houston, TX 77007
Re:Prairie Operating Co.
Amendment No. 1 to Registration Statement on Form S-3
Filed November 22, 2024
File No. 333-282730
Dear Edward Kovalik:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 14,
2024 letter.
Amendment No. 1 to Form S-3 filed November 22, 2024
Documents Incorporated by Reference, page 1
1.We refer you to exhibits 99.5 and 99.7 to the Form 8-K filed on October 4, 2024.
Please update to provide the unaudited interim financial statements for Nickel Road
Operating LLC and the unaudited pro forma condensed combined financial
information for Prairie Operating Co. and Nickel Road Operating LLC as of and for
the nine months ended September 30, 2024. Please ensure that the terms of the NRO
agreement that were amended on August 15, 2024 are reflected in your pro forma
adjustments.

December 9, 2024
Page 2
General
2.We note your response to prior comment 6 and re-issue it in part.  Please revise the
cover page for the resale prospectus registering the offer and sale of up to 4,198,343
shares of common stock by YA II PN, LTD., to clarify that you are registering (i) up
to 100,000 shares of common stock issued to YA as a commitment fee and (ii) up to
4,098,343 shares of common stock (a) issuable pursuant to or in connection with the
Standby Equity Purchase Agreement, dated September 30, 2024, between the
Company and YA, subject to the satisfaction of the conditions set forth therein, and
(b) issuable upon the conversion of the convertible promissory note issued on
September 30, 2024 in the original principal amount of $15.0 million.
3.We note your response to prior comment 7 and disclosure that the warrants "will be
exercisable at any time until September 30, 2029, at an exercise price of $8.89, as may
be adjusted pursuant to the terms of such warrants, in accordance with the terms of a
subordinated promissory note."  Please revise your Description of Securities to
include the material terms of the warrants, including the provisions for changes to or
adjustments in the exercise price and minimum price.  Refer to Item 202(c) of
Regulation S-K.  In addition, please file the warrant as an exhibit to your registration
statement.  In this regard, we note that the Form of Warrant has been omitted from the
Subordinated Note filed as Exhibit 10.5.
            Please contact Brian McAllister at 202-551-3341 or Craig Arakawa at 202-551-3650
if you have questions regarding comments on the financial statements and related
matters. Please contact Anuja Majmudar at 202-551-3844 or Karina Dorin at 202-551-3763
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Ramey Layne

CORRESP
1
filename1.htm

Prairie
Operating Co.

55
Waugh Drive, Suite 400

Houston,
Texas 77007

November
22, 2024

Division
of Corporation Finance

Office
of Energy and Transportation

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3561

    Re:
    Prairie
    Operating Co.

    Registration
    Statement on Form S-3

    Filed October 18, 2024

    File No. 333-282730

Ladies
and Gentlemen:

Set
forth below are the responses of Prairie Operating Co. (the “Company,” “we,” “us”
or “our”) to comments received from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated November 14, 2024, with respect
to the Company’s Registration Statement on Form S-3, File No. 333-282730, filed with the Commission on October 18, 2024 (the “Registration
Statement”).

For
your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.

Form
S-3 filed October 18, 2024

Registration
Rights Agreement, page 6

    1.
    We
    note that in connection with the Standby Equity Purchase Agreement (the “SEPA”), you entered into a registration rights
    agreement with YA II PN, LTD., pursuant to which you agreed to file a registration statement registering the resale of the common
    stock underlying the SEPA, a promissory note in the original principal amount of $15 million, and a commitment fee of 100,000 shares
    of common stock. Please revise your disclosure here and in the corresponding section of each resale prospectus to ensure such transactions
    are fully described and to disclose the total amount of shares that are subject to this registration rights agreement.

    RESPONSE:
    We respectfully acknowledge the Staff’s comment and we have revised the disclosure on page 6, page 10 and pages 10 and
    15 of each respective prospectus contained in Amendment No. 1 to the Registration Statement in response to the Staff’s comments.

Securities
and Exchange Commission

November
22, 2024

Page
2

Description
of Securities

Forum
Selection, page 8

    2.
    Your
    disclosure regarding your exclusive forum provision does not appear consistent with the provision included in your governing documents.
    In that regard, we note that Clause Thirteenth of your second amended and restated certificate of incorporation and Section 8.08
    of your amended and restated bylaws select “the Court of Chancery of the State of Delaware (or, if the Court of Chancery of
    the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State
    of Delaware does not have jurisdiction, the United States District Court for the District of Delaware...” as the exclusive
    forum for certain actions and that the district courts of the United States will be the sole and exclusive forum for the resolution
    of any complaint asserting a cause of action arising under the Securities Act of 1933. In addition, disclose whether this provision
    applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act
    creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the
    rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
    over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Please
    ensure corresponding disclosure is included in each resale prospectus.

    RESPONSE:
    We respectfully acknowledge the Staff’s comment and we have revised the disclosure on page 8, page 12, and page 12 of
    each prospectus contained in Amendment No. 1 to the Registration Statement in response to the Staff’s comments.

    Plan
    of Distribution, page 17

    3.
    You
    state on page 17 of the resale prospectus registering the offer and sale of up to 4,198,343 Shares of Common Stock that Regulation
    M “may apply to sales of securities in the market and to the activities of the Selling Stockholder and its affiliates.”
    Please revise to disclose how the provisions of Regulation M may prohibit YA II PN, LTD and any other distribution participants that
    are participating in the distribution of your securities from engaging in market making activities (e.g., placing bids or making
    purchases to stabilize the price of the ordinary shares) while the equity line is in effect; and purchasing shares in the open market
    while the equity line is in effect.

    RESPONSE:
    We respectfully acknowledge the Staff’s comment and we have revised the disclosure on page 17 of the resale prospectus
    registering the offer and sale of up to 4,198,343 Shares of Common Stock in Amendment No. 1 to the Registration Statement in
    response to the Staff’s comments.

Securities
                                            and Exchange Commission

November
22, 2024

Page
3

General

    4.
    It
    appears that the aggregate market value of your common equity held by non-affiliates during the 60 days prior to October 18, 2024
    did not exceed the $75 million threshold that General Instruction I.B.1 of Form S-3 specifies. Please provide us with your analysis
    demonstrating your ability to use Form S-3 pursuant to General Instruction I.B.1, or if you are relying on General Instruction I.B.6
    for Form S- 3 eligibility, include the information required pursuant to Instruction 7 to General Instruction I.B.6. Alternatively,
    please amend your registration statement on an appropriate form.

    RESPONSE:
    We respectfully acknowledge the Staff’s comment and advise the Staff that the aggregate market value of the outstanding voting
    and non-voting shares of the Company’s common stock held by non-affiliates during the 60 days prior to October 18, 2024
    exceeded the $75 million threshold that General Instruction I.B.1 of Form S-3 specifies. As reported in the Quarterly Report on Form
    10-Q of the Company filed on November 8, 2024 for the quarterly period ending September 30, 2024, 22,918,763 shares of common stock
    were outstanding as of November 7, 2024, the same number of shares of common stock outstanding as of October 18, 2024. To the
    knowledge of the Company, as of October 18, 2024 and November 8, 2024, affiliates of the Company, including directors, executive
    officers and 10% and greater beneficial owners of the Company’s common stock, held 14,812,437 shares of common stock,
    comprised of (i) 2,864,610 shares of common stock directly and indirectly held by directors and executive officers of the Company,
    (ii) 10,439,614 shares of common stock held by Narrogal Nominees Pty Ltd ATF Gregory K O’Neill Family Trust and (iii)
    1,508,213 shares of common stock directly and indirectly held by Paul Kessler, a former director of the Company. In accordance with
    Compliance and Disclosure Interpretation 116.06, the Company selected September 17, 2024, such date being 31 days prior to October
    18, 2024, as the date for determining the price of the common stock of the Company for calculating the aggregate market value of the
    voting and non-voting common equity held by non-affiliates of the Company under General Instruction I.B.1 of Form S-3. On September
    17, 2024, the Company’s common stock closed at a price of $11.87. Accordingly, the Company calculated the aggregate market
    value of its common equity held by non-affiliates in accordance with General Instruction I.B.1 of Form S-3 as follows:

    Shares Outstanding (October
    18, 2024)
      22,918,763

    Shares Issued and Beneficially
    Owned by Affiliates (October 18, 2024)
      14,812,437

    Shares Outstanding Held by Non-Affiliates
    (October 18, 2024)
      8,106,326

    Closing Price of Common
    Stock (September 17, 2024)
    $ 11.87

    Aggregate Market
    Value of Common Equity Held by Non-Affiliates
    $ 96,222,090

Securities
                                            and Exchange Commission

November
22, 2024

Page
4

    Since
    the Company satisfied the requirement specified in General Instruction I.B.1 of Form S-3 that the aggregate market value of its common
    equity held by non-affiliates be greater than $75 million as of a date within 60 days prior to the date of filing of the Registration
    Statement, we believe the Company is eligible to use Form S-3 for both primary and resale offerings.

    5.
    Please
    revise your explanatory note to clarify that the resale prospectus registering the offer and sale by certain selling stockholders
    of an aggregate of 2,968,592 shares of common stock includes 1,141,552 shares that are issuable upon exercise of warrants issued
    to investors in accordance with a subordinated promissory note entered into on September 30, 2024 and 1,827,040 shares issued to
    an investor pursuant to a securities purchase agreement dated September 30, 2024.

    RESPONSE:
    We respectfully acknowledge the Staff’s comment and we have revised the disclosure in the explanatory note of Amendment No. 1
    to the Registration Statement in response to the Staff’s comments.

    6.
    Please
    revise the explanatory note and the prospectus cover page for the resale prospectus registering the offer and sale of to 4,198,343
    shares of common stock by YA II PN, LTD., to clarify whether you are registering 100,000 commitment shares issued to YA. In that
    regard, we note your disclosure on page 14 under Selling Stockholder states that such 4,198,343 shares consist of (i) up to 100,000
    commitment shares that have been issued to YA for the commitment fee, and (ii) up to 4,098,343 shares of common stock (a) issuable
    to YA by the company under the SEPA, subject to the satisfaction of the conditions set forth in the SEPA, and (b) issuable to YA
    upon conversions of the Yorkville Note.

    RESPONSE:
    We respectfully acknowledge the Staff’s comment and we have revised the disclosure in the explanatory note and on the cover
    page of the resale prospectus with respect to the registration of 4,198,343 shares of common stock in Amendment No. 1 to the
    Registration Statement in response to the Staff’s comments.

    7.
    Please
    expand the disclosure in your resale prospectus with respect to the registration of 2,968,592 shares of common stock to describe
    the material terms of the warrants to purchase 1,141,552 shares, including the exercise price and the period of time during which
    such warrants are exercisable.

    RESPONSE:
    We respectfully acknowledge the Staff’s comment and we have revised the disclosure on the cover page of the resale prospectus
    with respect to the registration of 2,968,592 shares of common stock in Amendment No. 1 to the Registration Statement in response to
    the Staff’s comments.

Securities
                                            and Exchange Commission

November
22, 2024

Page
5

    8.
    Please
    expand the disclosure in your resale prospectus with respect to the registration of 4,198,343 shares of common stock to describe
    the material terms of the Yorkville Note, including the conversion price and any mechanics.

    RESPONSE:
    We respectfully acknowledge the Staff’s comment and we have revised the disclosure on the cover page of the resale prospectus
    with respect to the registration of 4,198,343 shares of common stock in Amendment No. 1 to the Registration Statement in response to
    the Staff’s comments.

    9.
    We
    note your disclosure in each resale prospectus under Plan of Distribution that your selling shareholders may sell their securities
    to or through underwriters and in any method permitted pursuant to applicable law. Please confirm your understanding that the retention
    by a selling shareholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective
    amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

    RESPONSE:
    We respectfully acknowledge the Staff’s comment and confirm engaging an underwriter would be a material change requiring a
    post-effective amendment or inclusion in an incorporated report or form of prospectus filed pursuant to Rule 424(b).

*
     *      *      *      *

 In
addition, the Company would like to inform the Staff of its intention to file the unaudited pro forma condensed combined financial information
of the Company and Nickel Road Operating LLC (“NRO”), reflecting the acquisition of certain assets of NRO by the Company,
for the nine-month period ended September 30, 2024, and the year ended December 31, 2023, prior to submitting a request for effectiveness
with the Staff.  Please direct any questions that
you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact T. Mark
Kelly of Vinson & Elkins L.L.P. at (713) 758-4592 or E. Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629.

    Very
    truly yours,

    PRAIRIE
    OPERATING CO.

    By:
    /s/
    Edward Kovalik

    Name:
    Edward
    Kovalik

    Title:
    Chief
    Executive Officer

Enclosures

  cc:

  T.
Mark Kelly, Vinson & Elkins L.L.P.

  E.
Ramey Layne, Vinson & Elkins L.L.P.

November 14, 2024
Edward Kovalik
Chief Executive Officer
Prairie Operating Co.
55 Waugh Drive, Suite 400
Houston, TX 77007
Re:Prairie Operating Co.
Registration Statement on Form S-3
Filed October 18, 2024
File No. 333-282730
Dear Edward Kovalik:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Form S-3 filed October 18, 2024
Registration Rights Agreement, page 6
1.We note that in connection with the Standby Equity Purchase Agreement (the
"SEPA"), you entered into a registration rights agreement with YA II PN, LTD.,
pursuant to which you agreed to file a registration statement registering the resale of
the common stock underlying the SEPA, a promissory note in the original principal
amount of $15 million, and a commitment fee of 100,000 shares of common stock.
Please revise your disclosure here and in the corresponding section of each resale
prospectus to ensure such transactions are fully described and to disclose the total
amount of shares that are subject to this registration rights agreement.

November 14, 2024
Page 2
Description of Securities
Forum Selection, page 8
2.Your disclosure regarding your exclusive forum provision does not appear consistent
with the provision included in your governing documents.  In that regard, we note that
Clause Thirteenth of your second amended and restated certificate of incorporation
and Section 8.08 of your amended and restated bylaws select "the Court of Chancery
of the State of Delaware (or, if the Court of Chancery of the State of Delaware does
not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior
Court of the State of Delaware does not have jurisdiction, the United States District
Court for the District of Delaware..." as the exclusive forum for certain actions and
that the district courts of the United States will be the sole and exclusive forum for the
resolution of any complaint asserting a cause of action arising under the Securities Act
of 1933.  In addition, disclose whether this provision applies to actions arising under
the Securities Act or Exchange Act.  In that regard, we note that Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce
any duty or liability created by the Exchange Act or the rules and regulations
thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts over all suits brought to enforce any duty or liability created
by the Securities Act or the rules and regulations thereunder. Please ensure
corresponding disclosure is included in each resale prospectus.
Plan of Distribution, page 17
3.You state on page 17 of the resale prospectus registering the offer and sale of up
to 4,198,343 Shares of Common Stock that Regulation M “may apply to sales of
securities in the market and to the activities of the Selling Stockholder and its
affiliates.” Please revise to disclose how the provisions of Regulation M may
prohibit YA II PN, LTD and any other distribution participants that are participating
in the distribution of your securities from engaging in market making activities (e.g.,
placing bids or making purchases to stabilize the price of the ordinary shares) while
the equity line is in effect; and purchasing shares in the open market while the equity
line is in effect.
General
4.It appears that the aggregate market value of your common equity held by non-
affiliates during the 60 days prior to October 18, 2024 did not exceed the $75 million
threshold that General Instruction I.B.1 of Form S-3 specifies. Please provide us with
your analysis demonstrating your ability to use Form S-3 pursuant to General
Instruction I.B.1, or if you are relying on General Instruction I.B.6 for Form S- 3
eligibility, include the information required pursuant to Instruction 7 to General
Instruction I.B.6. Alternatively, please amend your registration statement on an
appropriate form.

November 14, 2024
Page 3
5.Please revise your explanatory note to clarify that the resale prospectus registering the
offer and sale by certain selling stockholders of an aggregate of 2,968,592 shares of
common stock includes 1,141,552 shares that are issuable upon exercise of warrants
issued to investors in accordance with a subordinated promissory note entered into on
September 30, 2024 and 1,827,040 shares issued to an investor pursuant to a securities
purchase agreement dated September 30, 2024.
6.Please revise the explanatory note and the prospectus cover page for the resale
prospectus registering the offer and sale of to 4,198,343 shares of common stock by
YA II PN, LTD., to clarify whether you are registering 100,000 commitment shares
issued to YA.  In that regard, we note your disclosure on page 14 under Selling
Stockholder states that such 4,198,343 shares consist of (i) up to 100,000 commitment
shares that have been issued to YA for the commitment fee, and (ii) up to 4,098,343
shares of common stock (a) issuable to YA by the company under the SEPA, subject
to the satisfaction of the conditions set forth in the SEPA, and (b) issuable to YA upon
conversions of the Yorkville Note.
7.Please expand the disclosure in your resale prospectus with respect to the registration
of 2,968,592 shares of common stock to describe the material terms of the warrants to
purchase 1,141,552 shares, including the exercise price and the period of time during
which such warrants are exercisable.
8.Please expand the disclosure in your resale prospectus with respect to the registration
of 4,198,343 shares of common stock to describe the material terms of the Yorkville
Note, including the conversion price and any mechanics.
9.We note your disclosure in each resale prospectus under Plan of Distribution that your
selling shareholders may sell their securities to or through underwriters and in any
method permitted pursuant to applicable law. Please confirm your understanding that
the retention by a selling shareholder of an underwriter would constitute a material
change to your plan of distribution requiring a post-effective amendment.  Refer to
your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

November 14, 2024
Page 4
            Please contact Brian McAllister at 202-551-3341 or Craig Arakawa at 202-551-3650
if you have questions regarding comments on the financial statements and related
matters. Please contact Anuja Majmudar at 202-551-3844 or Karina Dorin at 202-551-3763
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Ramey Layne

United States securities and exchange commission logo
June 20, 2024
Edward Kovalik
Chief Executive Officer
Prairie Operating Co.
602 Sayer Street, Suite 710
Houston, TX 77007
Re:Prairie Operating Co.
Form 10-K/A for the Fiscal Year Ended December 31, 2023
Filed March 20, 2024
File No. 001-41895
Dear Edward Kovalik:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

Prairie
Operating Co.

602
Sawyer Street, Suite 710

Houston,
Texas 77007

May
24, 2024

Division
of Corporation Finance

Office
of Energy and Transportation

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3561

    Re:
    Prairie
    Operating Co.

    Form
    10-K/A for the Fiscal Year Ended December 31, 2023

    Filed
    March 20, 2024

    File
    No. 001-41895

Ladies
and Gentlemen:

Set
forth below are the responses of Prairie Operating Co. (the “Company,” “we,” “us”
or “our”) to comments received from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated April 4, 2024, with respect to
the Company’s Amendment No. 1 to the Annual Report on Form 10-K/A for the Fiscal Year Ended December 31, 2023, File No. 001-41895,
filed with the Commission on March 20, 2024 (the “Annual Report”).

For
your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.

Amendment
No. 1 to Form 10-K/A for the Fiscal Year Ended December 31, 2023 filed March 20, 2024

Business

Summary
of Our Reserve Estimates, page 8

 1. Tell
                                            us why the 151,824.9 MBoe in total possible undeveloped reserves as disclosed on page 8 and
                                            in the reserve report filed as Exhibit 99.1 meet all of the requirements necessary to be
                                            classified as reserves at December 31, 2023. As part of your response, please provide us
                                            with an analysis and documentation in sufficient detail to address each of the points in
                                            Rule 4-10(a)(26) and (a)(31)(ii) of Regulation S-X.

RESPONSE:
We respectfully acknowledge the Staff’s comment and advise the Staff that the total possible reserves presented in the Company’s
Annual Report and in the reserve report filed as Exhibit 99.1 to the Annual Report (the “Initial Genesis Assets” and such
reserve report, the “December Prairie Report”) meet the requirements of Rule 4-10(a)(26) and Rule 4-10(a)(31)(ii) of Regulation
S-X to be classified as reserves at December 31, 2023. As disclosed in the Annual Report, on January 11, 2024, the Company entered into
an asset purchase agreement (the “NRO Agreement”), by and among the Company, Prairie LLC, Nickel Road Development LLC and
Nickel Road Operating LLC (“NRO”), to acquire the assets of NRO (the “Central Weld Assets”) for total consideration
of $94.5 million, subject to certain closing price adjustments and other customary closing conditions (the “NRO Acquisition”).
The Central Weld Assets include proved producing reserves and proved undeveloped reserves.

Securities and Exchange Commission

May 24, 2024

Page 2

As
of December 31, 2023, when the Company classified the Initial Genesis Assets as possible reserves, the Company was in active negotiations
with NRO and believed that the NRO Agreement would be signed imminently and that the NRO Acquisition was probable. As a result, the Company
had a reasonable expectation that it would have the requisite financing to implement the project using proceeds from NRO’s
existing production, production from new wells to be drilled, the exercise of outstanding warrants, and planned financing in connection
with consummation of the NRO Acquisition. Further detail regarding the Company’s legal interest and permitting process is included
in the Annual Report, with updates on recent developments in the Company’s subsequent reports filed with the Commission.

When
classifying the Initial Genesis Assets as possible reserves, the Company also recognized that the Central Weld Assets would be a critical
piece of the Company’s development plan after the consummation of the NRO Acquisition. Consequently, the Company commissioned a
combined reserve report as of January 31, 2024 for the Initial Genesis Assets, the Central Weld Assets and Genesis Bolt-On Assets (which
were acquired on February 5, 2024), which reflected the Company’s development plan and anticipated financing and drilling schedule
with respect to the combined assets (the “Combined Reserve Report”). The Combined Reserve Report will be filed publicly in
connection with the financing of the NRO Acquisition.

The
Company respectfully submits that the differences in the reserve information with respect to the Initial Genesis Assets in the Combined
Reserve Report compared to the December Prairie Report are immaterial. The only changes to the reserve volumes relate to the use
of SEC pricing as of December 31, 2023 in the December Prairie Report compared to January 31, 2024 in the Combined Reserve Report and
the impact of certain subsequent adjustments to the drilling schedule. Similarly, the immaterial decrease in PV-10 of 1.5% for the
Initial Genesis Assets in the Combined Reserve Report compared to the December Prairie Report is driven primarily by the differences
in pricing between December 31, 2023 and January 31, 2024, as well as certain subsequent adjustments to the drilling schedule.

As
outlined above, the Company respectfully submits that the Initial Genesis Assets described in the Annual Report and presented in the
December Prairie Report meet the requirements of Rule 4-10(a)(26) and Rule 4-10(a)(31)(ii) of Regulation S-X to be classified as reserves
at December 31, 2023.

 2. Please
                                            supplementally provide us with the grand summary cash flow table for the possible undeveloped
                                            reserves reflecting 15 years of tabular data including the gross well count, gross and net
                                            reserves, gross and net revenue, future development and production costs, undiscounted or
                                            net operating income and present worth discounted at 10% by year for the reserves reports
                                            as of December 31, 2023 relating to Prairie Operating Co. Interests in the Initial Genesis
                                            Assets.

RESPONSE:
The Company respectfully advises the Staff that the requested cash flow table for the Initial Genesis Assets was included in the report
filed as Exhibit 99.1 to the Company’s Form 8-K filed with the Commission on April 9, 2024, and the corresponding data for the
combined assets will be included in the Combined Reserve Report when filed.

*      *      *      *      *

Please
direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff,
please contact T. Mark Kelly of Vinson & Elkins L.L.P. at (713) 758-4592 or Joanna D. Enns of Vinson & Elkins L.L.P. at (214)
220-7753.

    Very
    truly yours,

    PRAIRIE
    OPERATING CO.

    By:
    /s/
    Edward Kovalik

    Name:
    Edward
    Kovalik

    Title:
    Chief
    Executive Officer

Enclosures

    cc:

    T.
    Mark Kelly, Vinson & Elkins L.L.P.

    Joanna
    D. Enns, Vinson & Elkins L.L.P.

CORRESP
1
filename1.htm

Prairie
Operating Co.

602
Sawyer Street, Suite 710

Houston,
Texas 77007

May
10, 2024

Division
of Corporation Finance

Office
of Energy and Transportation

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3561

    Re:
    Prairie
    Operating Co.

    Form
    10-K/A for the Fiscal Year Ended December 31, 2023

    Filed
                                            March 20, 2024

    File
    No. 001-41895

Ladies
and Gentlemen:

The
Company has received the letter dated April 4, 2024 from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on
Form 10-K/A for the fiscal year ended December 31, 2023, File No. 001-41895, filed with the Commission on March 20, 2024 (the “Annual
Report”). The Company respectfully requests an extension to the deadline for responding to the letter due to the parallel
review process with respect to related comments to the Company’s Amendment No. 2 to the Registration Statement on Form S-1, File
No. 333-276998, filed with the Commission on April 9, 2024 (the “Registration Statement”). The Company will
provide its response to the letter via EDGAR as soon as possible upon resolving the Staff’s comments to the Registration Statement
or, if not resolved prior to such date, on or before May 28, 2024.

Please
direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff,
please contact T. Mark Kelly of Vinson & Elkins L.L.P. at (713) 758-4592 or Joanna D. Enns of Vinson & Elkins L.L.P. at (214)
220-7753.

    Very truly yours,

    PRAIRIE OPERATING CO.

    By:
    /s/
    Edward Kovalik

    Name:
    Edward
    Kovalik

    Title:
    Chief
    Executive Officer

Enclosures

    cc:

    T.
    Mark Kelly, Vinson & Elkins L.L.P.

    Joanna
    D. Enns, Vinson & Elkins L.L.P.

CORRESP
1
filename1.htm

Prairie
Operating Co.

602
Sawyer Street, Suite 710

Houston,
Texas 77007

April
26, 2024

Division
of Corporation Finance

Office
of Energy and Transportation

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3561

    Re:
    Prairie
    Operating Co.

    Form
    10-K/A for the Fiscal Year Ended December 31, 2023

    Filed
    March 20, 2024

    File
    No. 001-41895

Ladies
and Gentlemen:

The
Company has received the letter dated April 4, 2024 from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on
Form 10-K/A for the fiscal year ended December 31, 2023, File No. 001-41895, filed with the Commission on March 20, 2024 (the “Annual
Report”). The Company respectfully requests an extension to the deadline for responding to the letter due to the parallel
review process with respect to related comments to the Company’s Amendment No. 2 to the Registration Statement on Form S-1, File
No. 333-276998, filed with the Commission on April 9, 2024 (the “Registration Statement”). The Company will
provide its response to the letter via EDGAR as soon as possible upon resolving the Staff’s comments to the Registration Statement
or, if not resolved prior to such date, on or before May 10, 2024.

Please
direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff,
please contact T. Mark Kelly of Vinson & Elkins L.L.P. at (713) 758-4592 or Joanna D. Enns of Vinson & Elkins L.L.P. at (214)
220-7753.

    Very
    truly yours,

    PRAIRIE
    OPERATING CO.

    By:
    /s/
    Edward Kovalik

    Name:
    Edward
    Kovalik

    Title:
    Chief
    Executive Officer

Enclosures

cc:

T.
Mark Kelly, Vinson & Elkins L.L.P.

Joanna
D. Enns, Vinson & Elkins L.L.P.

United States securities and exchange commission logo
April 4, 2024
Edward Kovalik
Chief Executive Officer
Prairie Operating Co.
602 Sayer Street, Suite 710
Houston, TX 77007
Re:Prairie Operating Co.
Form 10-K/A for the Fiscal Year Ended December 31, 2023
Filed March 20, 2024
File No. 001-41895
Dear Edward Kovalik:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K/A for the Fiscal Year Ended December 31, 2023
Business
Summary of Our Reserve Estimates, page 8
1.Tell us why the 151,824.9 MBoe in total possible undeveloped reserves as disclosed on
page 8 and in the reserve report filed as Exhibit 99.1 meet all of the requirements
necessary to be classified as reserves at December 31, 2023. As part of your response,
please provide us with an analysis and documentation in sufficient detail to address each
of the points in Rule 4-10(a)(26) and (a)(31)(ii) of Regulation S-X.
2.Please supplementally provide us with the grand summary cash flow table for the possible
undeveloped reserves reflecting 15 years of tabular data including the gross well count,
gross and net reserves, gross and net revenue, future development and production costs,
undiscounted or net operating income and present worth discounted at 10% by year for the
reserves reports as of December 31, 2023 relating to Prairie Operating Co. Interests in the
Initial Genesis Assets.

 FirstName LastNameEdward Kovalik
 Comapany NamePrairie Operating Co.
 April 4, 2024 Page 2
 FirstName LastName
Edward Kovalik
Prairie Operating Co.
April 4, 2024
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Sandra Wall, Petroleum Engineer, at (202) 551-4727 or John Hodgin,
Petroleum Engineer, at (202) 551-3699 with any questions regarding the comments. Please
contact Craig Arakawa, Branch Chief, at (202) 551-3650 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

Prairie
Operating Co.

602
Sawyer Street, Suite 710

Houston,
Texas 77007

December
5, 2023

Division
of Corporation Finance

Office
of Crypto Assets

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3561

  Re:
  Prairie Operating Co.

  Registration Statement on Form S-1 (as amended)

  File No. 333-272743

Ladies
and Gentlemen:

On
behalf of Prairie Operating Co., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby
requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated to 4:00 P.M., Washington,
D.C. time, on December 6, 2023, or as soon as practicable thereafter.

We
request that we be notified of such effectiveness by a telephone call to Joanna D. Enns of Vinson & Elkins L.L.P. at (214) 220-7753
and that such effectiveness also be confirmed in writing. The Company hereby authorizes Joanna D. Enns, counsel to the Company, to orally
modify or withdraw this request for acceleration. Thank you for your assistance in this matter.

[Signature
Page Follows]

United
States Securities and Exchange Commission

December
5, 2023

Page
2

    Very truly yours,

    Prairie Operating Co.

    By:
  /s/ Daniel T. Sweeney

    Name:
  Daniel
      T. Sweeney

    Title:
  General Counsel

  cc:
  T. Mark Kelly, Vinson & Elkins L.L.P.

  Joanna D. Enns, Vinson & Elkins L.L.P.

[Signature
Page to Company Acceleration Request]

CORRESP
1
filename1.htm

Prairie
Operating Co.

602
Sawyer Street, Suite 710

Houston,
Texas 77007

November
17, 2023

Division
of Corporation Finance

Office
of Crypto Assets

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3561

    Re:
    Prairie
    Operating Co.

    Amendment
    No. 5 to Registration Statement on Form S-1

    Filed
    November 6, 2023

    File
    No. 333-272743

Ladies
and Gentlemen:

Set
forth below are the responses of Prairie Operating Co. (the “Company,” “we,” “us”
or “our”) to comments received from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated November 16, 2023, with respect
to the Company’s Amendment No. 5 to the Registration Statement on Form S-1, File No. 333-272743, filed with the Commission on November
6, 2023 (the “Registration Statement”).

For
your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. Concurrently
with the submission of this letter, we are also submitting Amendment No. 6 to the Registration Statement (“Amendment No.
6”) via EDGAR. All references to page numbers and captions correspond to Amendment No. 6 unless otherwise specified.

Amendment
No. 5 to Form S-1 filed November 6, 2023

Risk
Factors, page 8

    1.
    Please
    add a separate risk factor addressing the risk that the assumptions in your “shutdown bitcoin price” and breakeven analysis
    disclosure on pages 52 - 54 may turn out to be inaccurate and the potential risks to investors arising therefrom. Also please include
    a cross-reference to this risk factor in your Factors Affecting Profitability discussion.

RESPONSE:
We respectfully acknowledge the Staff’s comment and have revised our disclosures on pages 14 and 46 of Amendment
No. 6.

Business

Factors
Affecting Profitability, page 52

    2.
    We
    note your responses to comments 2 and 3. Please expand your disclosure in this section to disclose the information you have provided
    in these responses.

RESPONSE:
We respectfully acknowledge the Staff’s comment and have revised our disclosures on pages 46-47 of Amendment No. 6.

    3.
    We
    note your response to comment 5. Please revise to provide a breakeven analysis illustrating to investors the impact of hardware purchasing
    costs on your mining operations, among other costs. We note from page 53 that your mining machines only have a useful life of 2 -
    5 years and that you recognized $132,851 of depreciation with respect to your miners for the quarter ended June 30, 2023. Given this
    substantial expense and the fact that you will have to replace your miners every few years, it appears that the cost of purchasing
    mining equipment is a substantial expense that will impact the success of your mining operations.

RESPONSE:
We respectfully acknowledge the Staff’s comment and have revised our disclosures on pages 46-47 of Amendment No. 6.

*	*	*	*	*

Please
direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff,
please contact T. Mark Kelly of Vinson & Elkins L.L.P. at (713) 758-4592 or Joanna D. Enns of Vinson & Elkins L.L.P. at (214)
220-7753.

    Very truly yours,

    PRAIRIE OPERATING CO.

    By:
    /s/
    Edward Kovalik

    Name:
    Edward
    Kovalik

    Title:
    Chief
    Executive Officer

Enclosures

    cc:

    T.
    Mark Kelly, Vinson & Elkins L.L.P.

    Joanna
    D. Enns, Vinson & Elkins L.L.P.

United States securities and exchange commission logo
November 16, 2023
Edward Kovalik
Chief Executive Officer
Prairie Operating Co.
602 Sawyer Street, Suite 710
Houston, TX 77007
Re:Prairie Operating Co.
Amendment No. 5 to Registration Statement on Form S-1
Filed November 6, 2023
File No. 333-272743
Dear Edward Kovalik:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 1, 2023 letter.
Amendment No. 5 to Form S-1 filed November 6, 2023
Risk Factors, page 8
1.Please add a separate risk factor addressing the risk that the assumptions in your
"shutdown bitcoin price" and breakeven analysis disclosure on pages 52 - 54 may turn out
to be inaccurate and the potential risks to investors arising therefrom. Also please include
a cross-reference to this risk factor in your Factors Affecting Profitability discussion.
Business
Factors Affecting Profitability, page 52
2.We note your responses to comments 2 and 3.  Please expand your disclosure in this
section to disclose the information you have provided in these responses.
3.We note your response to comment 5. Please revise to provide a breakeven analysis

 FirstName LastNameEdward Kovalik
 Comapany NamePrairie Operating Co.
 November 16, 2023 Page 2
 FirstName LastName
Edward Kovalik
Prairie Operating Co.
November 16, 2023
Page 2
illustrating to investors the impact of hardware purchasing costs on your mining
operations, among other costs.  We note from page 53 that your mining machines only
have a useful life of 2 - 5 years and that you recognized $132,851 of depreciation with
respect to your miners for the quarter ended June 30, 2023. Given this substantial expense
and the fact that you will have to replace your miners every few years, it appears that the
cost of purchasing mining equipment is a substantial expense that will impact the success
of your mining operations.
            Please contact David Lin at 202-551-3552 or John Dana Brown at 202-551-3859 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Joanna D. Enns

CORRESP
1
filename1.htm

Prairie
Operating Co.

602
Sawyer Street, Suite 710

Houston,
Texas 77007

November
3, 2023

Division
of Corporation Finance

Office
of Crypto Assets

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3561

    Re:
    Prairie
    Operating Co.

    Amendment
    No. 4 to Registration Statement on Form S-1

    Filed
    October 24, 2023

    File
    No. 333-272743

Ladies
and Gentlemen:

Set
forth below are the responses of Prairie Operating Co. (the “Company,” “we,” “us”
or “our”) to comments received from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated November 1, 2023, with respect
to the Company’s Amendment No. 4 to the Registration Statement on Form S-1, File No. 333-272743, filed with the Commission on October
24, 2023 (the “Registration Statement”).

For
your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. Concurrently
with the submission of this letter, we are also submitting Amendment No. 5 to the Registration Statement (“Amendment No.
5”) via EDGAR. All references to page numbers and captions correspond to Amendment No. 5 unless otherwise specified.

Amendment
No. 4 to Form S-1 filed October 24, 2023

General

    1.
    Please
    file a dated legal opinion as an exhibit to the registration statement.

RESPONSE:
We respectfully acknowledge the Staff’s comment and have filed a dated legal opinion as Exhibit 5.1 to Amendment No. 5.

Business

Factors
Affecting Profitability, page 52

    2.
    We
    note that you have added disclosure that your “assumed cost to mine one Bitcoin is approximately $11,000.” In that regard:

    ●
    Please
    tell us why you disclose an assumed cost to mine one Bitcoin of approximately $11,000 if your average breakeven cost to mine one
    Bitcoin in the second quarter of 2023 was $14,872 per Bitcoin.

    Securities and Exchange Commission

November 3, 2023

Page 2

    ●
    If
    your breakeven price in the second quarter of 2023 was $14,872 per Bitcoin, please explain why you state that “as long as the
    Bitcoin price is higher than $11,000 on average, [you] would continue to operate [y]our mining machines and such operation would
    be economically beneficial to [you]” and “the estimate of approximately $11,000 is essentially the ‘shutdown Bitcoin
    price’ for [y]our Bitcoin mining business.”

    ●
    If
    $14,872 per Bitcoin is your most recently disclosed breakeven cost, tell us why you do not represent that as your “shutdown
    Bitcoin price.”

RESPONSE:
We respectfully advise the Staff that our presentation of $11,000 as our breakeven price reflects our forecasted estimate based upon
the inputs disclosed and full deployment and installation of the miners. The actual breakeven price for a particular period can and will
vary due to numerous factors, including network hash rate and efficiency of miners during the period. We do not believe that
our actual results for the second quarter of 2023 represent our go-forward  breakeven price since mining was re-initiated
during that period and operating costs for such period reflect inefficiencies related to re-initiating our mining operations and continued
deployment of additional miners into Atlas’ facility that will not recur in subsequent periods. This assessment is supported
by preliminary financial information from the third quarter of 2023, which reflects operating costs very closely aligned with our
$11,000 breakeven forecasted estimate. For greater clarity, in response to the Staff’s comment, we have revised the disclosures
on pages 53 and 54  of Amendment No. 5 to reflect both our estimated breakeven cost and our actual breakeven
cost based on our results for the second quarter of 2023 and to clarify the reason for the discrepancy between the results.

3. Please
                                            tell us why you use a breakeven Bitcoin network hash rate of 344.15 EH/s, which was the network
                                            hash rate on April 14, 2023, the date your Bitcoin mining operations were fully re-initiated,
                                            if the network hash rate has been on an upward trend since that date and is now significantly
                                            higher.

RESPONSE:
We respectfully advise the Staff that we selected the hash rate on April 14, 2023 because we believed it represented an appropriate benchmark
for our forecasting. We do not attempt to forecast the actual network hash rate, but we believe using an average over a period of time
is appropriate. While the 344.15 EH/s network rate on April 14, 2023 does represent a point in time rate, we used this date as it
is the date we reinitiated our Bitcoin mining business and is also a close approximation to both the average Bitcoin network hash rate
of 356.8 EH/s for the three months ended June 30, 2023 and the trailing twelve month average Bitcoin network hash rate of 339.59 EH/s
as of November 1, 2023, according to Blockchain.com. We will continue to monitor and evaluate the network hash rate that we utilize
in our forecasts over time. In response to the Staff’s comment and have revised the disclosures on page 53 of Amendment
No. 5 to include additional commentary regarding the effect of changes in hash rate on our breakeven cost.

 4. Please
                                            consider moving the paragraph at the end of this section that begins with “These price
                                            movements result in decreased cryptocurrency mining revenue and increased cryptocurrency
                                            mining costs...” so that it follows the second paragraph in this section. At the paragraph’s
                                            current location, it is not clear what price movements you are referencing.

RESPONSE:
We respectfully acknowledge the Staff’s comment and have revised the disclosures on page 53 of Amendment No. 5.

    Securities and Exchange Commission

November 3, 2023

Page 3

5. Please
                                            revise your breakeven analysis to reflect all costs attributable to your cryptocurrency mining
                                            activities, including mining equipment costs. In that regard we note your statement on pages
                                            5 and 9 that “the cost of obtaining new cryptocurrency mining equipment is capital
                                            intensive, and may increase.” Additionally, clarify whether you finance the purchase
                                            of mining equipment and if so, reflect financing costs in your breakeven analysis.

RESPONSE:
We respectfully advise the Staff that the Company’s mining equipment is fully paid and, therefore, the Company does not incur any
financing costs in connection with its ongoing mining operations. Although the Company recognizes depreciation with respect to the mining
assets, it does not consider depreciation in determining whether it is economical to operate its mining equipment. As a result, the Company
does not consider the sunk costs or depreciation of past capital investments in its forecasted breakeven analysis or in its decisions
to continue or to pause mining operations. Substantially all of the Company’s mining equipment was purchased in 2021 and 2022 and
such past capital investments were not financed. While the statement that “the cost of obtaining new cryptocurrency mining equipment
is capital intensive, and may increase” is accurate, the Company does not have any current plans to acquire additional mining equipment.
As a result, there is no way for the Company to estimate the future acquisition or financing costs with respect to any such assets and
such expenses are not a factor in the Company’s decision whether it is economical to continuing operating its miners. If the Company
makes any such investments or financing arrangements in the future, it intends to consider the extent to which such costs are applicable
to its breakeven analysis. In response to the Staff’s comment, the Company has revised the disclosures on pages 53 and 54
of Amendment No. 5 to include additional disclosure regarding depreciation of its mining equipment.

Incorporation
of Certain Documents by Reference, page 92

6. Please
                                            provide us with a detailed analysis of your eligibility to incorporate by reference, specifically
                                            as it relates to General Instruction VII.D.1(c) of Form S-1. In this regard, please note
                                            that incorporation by reference is not available for registrants that during the past three
                                            years were issuers for offerings of penny stock as defined in Rule 3a51-1 of the Exchange
                                            Act. Please advise or revise accordingly.

RESPONSE: We
respectfully acknowledge the Staff’s comment and advise the Staff that we believe that the Company meets the eligibility
requirements set forth in General Instruction VII of Form S-1 to incorporate by reference for the reasons outlined below.

With
respect to General Instruction VII.A, B, C and F, we respectfully advise the Staff that the Company has been subject to the reporting
requirements of the Exchange Act since March 2008; has filed all reports and other materials required to be filed by Sections 13(a),
14, or 15(d) of the Exchange Act during the preceding 12 months; has filed an annual report on Form 10-K for its fiscal year ended December
31, 2022 on March 31, 2023; and makes its periodic and current reports filed pursuant to the Exchange Act that are incorporated by reference
into the Registration Statement readily available and accessible on its public website at investors.prairieopco.com/sec-filings.

With
respect to General Instruction VII.D.1(a) and (b) and D.2, the Company further advises the Staff that it is not, and has not been during
the past three years, a blank check company as defined in Rule 419(a)(2) of the Exchange Act, or a shell company as defined in as defined
in Rule 405 of the Exchange Act, and is not registering an offering that effectuates a business combination transaction as defined in
Rule 165(f)(1) of the Exchange Act.

    Securities and Exchange Commission

November 3, 2023

Page 4

With
respect to General Instruction VII.D.1.(c), the Company respectfully advises the Staff that during the last three years the Company has
not been a registrant for an offering of penny stock as defined in Rule 3a51-1 of the Exchange Act. Specifically, each of the Company’s
registered offerings of equity securities during the past three years was made subject to an exception to the “penny stock”
rule described in Rule 3a51-1(g) of the Exchange Act. The Company, in the past three years, filed a registration statement to register
an offering of equity securities on Form S-1, and each such Form S-1 was subsequently declared effective, on three separate occasions:
(i) July 1, 2022 (File No. 333-262304, the “July 2022 S-1”); (ii) October 4, 2021 (File No. 333-259729, the
“October 2021 S-1”); and (iii) August 10, 2021 (File No. 333-255445, the “August 2021 S-1”).

In
the offering of equity securities registered pursuant to the July 2022 S-1, the Company relied on the exception to the “penny stock”
rule described in Rule 3a51-1(g)(1) where the issuer has net tangible assets in excess of $2,000,000, if in operation for at least three
years. The Company had net tangible assets of $4,197,847 for the prior fiscal year ended December 31, 2021, as reported in the Company’s
annual report on Form 10-K for the fiscal year ended December 31, 2021. Net tangible assets is calculated by subtracting for the fiscal
year ended December 31, 2021 the intangible assets of the Company (of which there were none recognized) and the liabilities of the Company
($9,002,022) from the assets of the Company ($13,199,869). Given than the Company had net tangible assets in excess of $2,000,000 for
the year ended December 31, 2021 and had been in continuous operation for at least three years at the time of the registration, the Company
was not considered a “penny stock” issuer in connection with its offering of securities pursuant to the July 2022 S-1. Consistent
with that analysis, the Company incorporated its prior filings by reference into the July 2022 S-1 pursuant to General Instruction VII.

In
the offerings of equity securities registered pursuant to the October 2021 S-1 and August 2021 S-1, the Company relied on the exception
to the “penny stock” rule described in Rule 3a51-1(g)(2) where the issuer has average revenue of at least $6,000,000 for
the last three years. As disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2020, the
Company reported $4,518,163 in revenue during the fiscal year ended December 31, 2020. As disclosed in the Company’s annual report
on Form 10-K for the fiscal year ended December 31, 2019, the Company reported $10,578,316 and $13,901,603 in revenue for the fiscal
years ended December 31, 2019 and December 31, 2018, respectively. The average revenue of the fiscal years of 2018–2020 therefore
was approximately $9,666,027. Given that such average revenue for the fiscal years of 2018–2020 was in excess of $6,000,000, the
Company was not considered a “penny stock” issuer in connection with its offering of equity securities during the fiscal
year ended December 31, 2021, including the offerings registered pursuant to the October 2021 S-1 and August 2021 S-1. Consistent with
that analysis, the Company incorporated its prior filings by reference into the October 2021 S-1 and August 2021 S-1 pursuant to General
Instruction VII.

With
respect to the equity securities offered pursuant to the Registration Statement, the Company respectfully advises the Staff that it is
not a “penny stock” issuer based on the exception to the “penny stock” rule described in Rule 3a51-1(d) where
the equity securities have a price of five dollars or more. Since the Company’s previously announced reverse stock split was effected
on October 16, 2023, the Company’s common stock has traded on the OTCQB Market at a price significantly above $5.00, with closing
prices on the OTCQB Market ranging from a low of $10.25 on October 16, 2023 to a high of $17.00 on October 20, 2023. Consistent with
that analysis, the Company revised its disclosure in Amendment No. 4 to reflect its eligibility to incorporate its prior filings by reference
pursuant to General Instruction VII.

Based
on the analysis outlined above, the Company believes that it meets the eligibility requirements to incorporate its public filings by
reference in the Registration Statement and, therefore, has not revised such approach in Amendment No. 5.

  *
  *
  *
  *
  *

Please
direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff,
please contact T. Mark Kelly of Vinson & Elkins L.L.P. at (713) 758-4592 or Joanna D. Enns of Vinson & Elkins L.L.P. at (214)
220-7753.

    Very
    truly yours,

    PRAIRIE
    OPERATING CO.

    By:
    /s/
    Edward Kovalik

    Name:
    Edward
    Kovalik

    Title:
    Chief
    Executive Officer

Enclosures

    cc:

    T.
    Mark Kelly, Vinson & Elkins L.L.P.

    Joanna
    D. Enns, Vinson & Elkins L.L.P.

United States securities and exchange commission logo
November 1, 2023
Edward Kovalik
Chief Executive Officer
Prairie Operating Co.
602 Sawyer Street, Suite 710
Houston, TX 77007
Re:Prairie Operating Co.
Amendment No. 4 to Registration Statement on Form S-1
Filed October 24, 2023
File No. 333-272743
Dear Edward Kovalik:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 4 to Form S-1 filed October 24, 2023
General
1.Please file a dated legal opinion as an exhibit to the registration statement.
Business
Factors Affecting Profitability, page 52
2.We note that you have added disclosure that your "assumed cost to mine one Bitcoin is
approximately $11,000."  In that regard:
•Please tell us why you disclose an assumed cost to mine one Bitcoin of
approximately $11,000 if your average breakeven cost to mine one Bitcoin in the
second quarter of 2023 was $14,872 per Bitcoin.
•If your breakeven price in the second quarter of 2023 was $14,872 per Bitcoin, please
explain why you state that "as long as the Bitcoin price is higher than $11,000 on
average, [you] would continue to operate [y]our mining machines and such operation

 FirstName LastNameEdward Kovalik
 Comapany NamePrairie Operating Co.
 November 1, 2023 Page 2
 FirstName LastName
Edward Kovalik
Prairie Operating Co.
November 1, 2023
Page 2
would be economically beneficial to [you]" and "the estimate of approximately
$11,000 is essentially the 'shutdown Bitcoin price' for [y]our Bitcoin mining
business."
•If $14,872 per Bitcoin is your most recently disclosed breakeven cost, tell us why you
do not represent that as your "shutdown Bitcoin price."
3.Please tell us why you use a breakeven Bitcoin network hash rate of 344.15 EH/s, which
was the network hash rate on April 14, 2023, the date your Bitcoin mining operations
were fully re-initiated, if the network hash rate has been on an upward trend since that
date and is now significantly higher.
4.Please consider moving the paragraph at the end of this section that begins with "These
price movements result in decreased cryptocurrency mining revenue and increased
cryptocurrency mining costs..." so that it follows the second paragraph in this section.  At
the paragraph's current location, it is not clear what price movements you are referencing.
5.Please revise your breakeven analysis to reflect all costs attributable to your
cryptocurrency mining activities, including mining equipment costs.  In that regard we
note your statement on pages 5 and 9 that "the cost of obtaining new cryptocurrency
mining equipment is capital intensive, and may increase."  Additionally, clarify whether
you finance the purchase of mining equipment and if so, reflect financing costs in your
breakeven analysis.
Incorporation of Certain Documents by Reference, page 92
6.Please provide us with a detailed analysis of your eligibility to incorporate by reference,
specifically as it relates to General Instruction VII.D.1(c) of Form S-1.  In this regard,
please note that incorporation by reference is not available for registrants that during the
past three years were issuers for offerings of penny stock as defined in Rule 3a51-1 of the
Exchange Act.  Please advise or revise accordingly.
            Please contact David Lin at 202-551-3552 or John Dana Brown at 202-551-3859 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Joanna D. Enns

CORRESP
1
filename1.htm

Prairie
Operating Co.

602
Sawyer Street, Suite 710

Houston,
Texas 77007

October
24, 2023

Division
of Corporation Finance

Office
of Crypto Assets

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3561

    Re:
    Prairie
    Operating Co.

    Amendment
    No. 3 to Registration Statement on Form S-1

    Filed
    September 5, 2023

    File
    No. 333-272743

Ladies
and Gentlemen:

Set
forth below are the responses of Prairie Operating Co. (the “Company,” “we,” “us”
or “our”) to comments received from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated September 15, 2023, with respect
to the Company’s Amendment No. 3 to the Registration Statement on Form S-1, File No. 333-272743, filed with the Commission on September
5, 2023 (the “Registration Statement”).

For
your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. Concurrently
with the submission of this letter, we are also submitting Amendment No. 4 to the Registration Statement (“Amendment No.
4”) via EDGAR. All references to page numbers and captions correspond to Amendment No. 4 unless otherwise specified.

Amendment
to Form S-1 filed September 5, 2023

Risk
Factors, page 19

We
may not have sufficient authorized common stock available to issue the Common Stock that is being offered for resale, page 19

    1.
    We
    note that there are unissued shares of common stock underlying other securities, and that if enough shares of such common stock were
    issued, the total number of issued common stock would exceed the number authorized in your charter. Counsel’s legal opinion
    relies on an unstated assumption, which should not be assumed, that the shares subject to the registration statement will be issued
    without the company exceeding the total number of common stock authorized in your charter. In order to provide a legal opinion that
    satisfies Item 601(b)(5)(i) of Regulation S-K, counsel must opine that the shares will be validly issued, without assuming away the
    matter upon which counsel is opining. Please refer to Item 601(b)(5)(i) of Regulation S-K and Section II.B.3.a of Staff Legal Bulletin
    No. 19. If you so choose, you may pursue an offering conditioned on a charter amendment, in the manner described in Section II.B.2.f
    of Staff Legal Bulletin No. 19.

RESPONSE:
We respectfully acknowledge the Staff’s comment and advise the Staff that, as disclosed in the Company’s Form 8-K filed on
October 13, 2023, the reverse stock split approved by the Company’s stockholders on October 25, 2022, was effected on October 13,
2023 with the filing of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Delaware
Secretary of State and the reverse stock split was effective on the OTC on October 16, 2023 (the “Reverse Stock Split”).
After giving effect to the Reverse Stock Split and the increase to the authorized shares previously approved by the Company’s stockholders
on October 25, 2022 and effected on October 13, 2023, by the filing of the Company’s Second Amended and Restated Certificate of
Incorporation with the Delaware Secretary of State, the authorized shares of common stock under the charter exceed the maximum number
of shares issued and underlying the securities of the Company. As a result, counsel has issued an opinion as Exhibit 5.1 to Amendment
No. 4 that the shares registered under the Registration Statement will be validly issued.

In
addition, we note for the Staff that as a result of the Reverse Stock Split being effected and the related increase to the Company’s
stock price on the OTC, the Company has determined that it is eligible to use incorporation by reference under General Instruction VII
to Form S-1. As such, Amendment No. 4 has been revised to incorporate certain information by reference that was previously included in
the Registration Statement.

Factors
Affecting Profitability, page 55

    2.
    Please
    revise your breakeven analysis, including the table on page 56 and your narrative discussion, to address your assumed network hash
    rate and your average mining machine energy consumption.

RESPONSE:
We respectfully acknowledge the Staff’s comment and we have revised the disclosure on pages 52 and 53 of Amendment No. 4 in response
to the Staff’s comments.

*          *          *          *          *

Please
direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff,
please contact T. Mark Kelly of Vinson & Elkins L.L.P. at (713) 758-4592 or Joanna D. Enns of Vinson & Elkins L.L.P. at (214)
220-7753.

    Very
    truly yours,

    PRAIRIE
    OPERATING CO.

    By:
    /s/
    Edward Kovalik

    Name:
    Edward
    Kovalik

    Title:
    Chief
    Executive Officer

Enclosures

    cc:

    T.
    Mark Kelly, Vinson & Elkins L.L.P.

    Joanna
    D. Enns, Vinson & Elkins L.L.P.

United States securities and exchange commission logo
September 15, 2023
Edward Kovalik
Chief Executive Officer
Prairie Operating Co.
8636 N. Classen Boulevard
Oklahoma City, OK
Re:Prairie Operating Co.
Amendment No. 3 to Registration Statement on Form S-1
Filed September 5, 2023
File No. 333-272743
Dear Edward Kovalik:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Form S-1 filed September 5, 2023
Risk Factors
We may not have sufficient authorized common stock available to issue the Common Stock that
is being offered for resale., page 19
1.We note that there are unissued shares of common stock underlying other securities, and
that if enough shares of such common stock were issued, the total number of issued
common stock would exceed the number authorized in your charter.  Counsel's legal
opinion relies on an unstated assumption, which should not be assumed, that the shares
subject to the registration statement will be issued without the company exceeding the
total number of common stock authorized in your charter.  In order to provide a legal
opinion that satisfies Item 601(b)(5)(i) of Regulation S-K, counsel must opine that the
shares will be validly issued, without assuming away the matter upon which counsel is

 FirstName LastNameEdward Kovalik
 Comapany NamePrairie Operating Co.
 September 15, 2023 Page 2
 FirstName LastName
Edward Kovalik
Prairie Operating Co.
September 15, 2023
Page 2
opining.  Please refer to Item 601(b)(5)(i) of Regulation S-K and Section II.B.3.a of
Staff Legal Bulletin No. 19.  If you so choose, you may pursue an offering conditioned on
a charter amendment, in the manner described in Section II.B.2.f of Staff Legal Bulletin
No. 19.
Factors Affecting Profitability, page 55
2.Please revise your breakeven analysis, including the table on page 56 and your narrative
discussion, to address your assumed network hash rate and your average mining machine
energy consumption.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jessica Livingston at 202-551-3448 or John Dana Brown at 202-551-3859
with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Joanna D. Enns

CORRESP
1
filename1.htm

Prairie
Operating Co.

602
Sawyer Street, Suite 710

Houston,
Texas 77007

September
5, 2023

Division
of Corporation Finance

Office
of Crypto Assets

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3561

  Re:
  Prairie Operating Co.

Amendment
No. 2 to Registration Statement on Form S-1

Filed
August 25, 2023

File
No. 333-272743

Ladies
and Gentlemen:

Set
forth below are the responses of Prairie Operating Co. (the “Company,” “we,” “us”
or “our”) to comments received from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated August 31, 2023, with respect
to the Company’s Amendment No. 2 to the Registration Statement on Form S-1, File No. 333-272743, filed with the Commission on August
25, 2023 (the “Registration Statement”).

For
your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. Concurrently
with the submission of this letter, we are also submitting Amendment No. 3 to the Registration Statement (“Amendment No.
3”) via EDGAR. All references to page numbers and captions correspond to Amendment No. 3 unless otherwise specified.

Amendment
to Form S-1 filed August 25, 2023

Risk
Factors, page 6

1. We
                                            note your response to comment 1. Please add a risk factor addressing the risk that the crypto
                                            assets you mine or hold could be deemed securities and that the conclusions you draw based
                                            on your risk-based assessment regarding the likelihood that a particular crypto asset could
                                            be deemed a “security” under applicable laws could be incorrect. Include a discussion
                                            of what the legal implications would be and how it might impact you and your investors.

RESPONSE:
The Company has revised the disclosure on page 16 of Amendment No. 3  in response to the Staff’s comments.

Securities
and Exchange Commission

September
5, 2023

Page
2

We
may not have sufficient authorized common stock available to issue the Common Stock that is being offered for resale, page 19

2. Please
                                            tell us how counsel is able to opine that the Series D Shares, Series A Warrant Shares, and
                                            Series B Warrant Shares will be validly issued if, as you state here, you may be in violation
                                            of your charter if common stock underlying outstanding convertible or exercisable securities,
                                            separate from the shares referenced above, is issued in an amount that would make the number
                                            of your outstanding shares exceed the number of shares of common stock authorized by your
                                            charter.

RESPONSE:
The Company respectfully advises the Staff that counsel opines that the Series D Shares, Series A Warrant Shares and Series B Warrant
Shares (each as defined in the opinion attached to the Registration Statement as Exhibit 5.1) will be validly issued, fully paid and
nonassessable when such shares are issued. Because Delaware law prohibits the Company from issuing shares in an amount in excess of the
number of shares of common stock authorized in the Company’s charter, any such excess shares will not be issued upon any attempted
conversion of PIPE Preferred Stock or exercise of PIPE Warrants, and is not included in counsel’s opinion. Furthermore, the Company
plans to implement a reverse stock split at a ratio of 1 to 28.57142857, which was previously approved by the Company’s stockholders,
as disclosed in the Registration Statement once the Company’s pending Rule 10b-17 action request pursuant to FINRA Rule 6490 is
processed. Once the reverse stock split is implemented, the Company will have sufficient authorized shares to issue shares of common
stock upon any conversion of PIPE Preferred Stock or exercise of PIPE Warrants.

3. Please
                                            revise this risk factor to discuss the specific potential impacts for investors in this offering,
                                            if you were to issue shares in an amount that would make the number of your outstanding shares
                                            exceed the number of shares of common stock authorized by your charter.

RESPONSE:
The Company has revised the disclosure on page 19 of Amendment No. 3  in response to the Staff’s comments.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations of Prairie Operating Co., page 42

4. Please
                                            provide consistent and clear disclosure about the current status of your cryptocurrency mining
                                            operations. For example you state on page 55 that “[a]fter June 30, 2022, the Company
                                            ceased its cryptocurrency mining operations” and “Since June 30, 2022 the Company
                                            is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from
                                            cryptocurrency mining,” yet you later state that “[o]n March 2, 2023, the Company
                                            entered into the Master Services Agreement with Atlas and re- initiated its cryptocurrency
                                            mining operations.”

RESPONSE:
The Company has revised the disclosure on page 55 of Amendment No. 3 in response to the Staff’s comments.

Securities
and Exchange Commission

September
5, 2023

Page
3

Factors
Affecting Profitability, page 55

5. Refer
                                            to comment 3 and your revisions on page 56 relating to your electricity costs per Bitcoin
                                            and the average breakeven Bitcoin price for the second quarter of 2023. We reissue the comment
                                            in part and request that you include a more comprehensive breakeven analysis for your Bitcoin
                                            mining operations that compares the cost to earn/mine one Bitcoin with the market value of
                                            one Bitcoin. Identify and explain all relevant inputs. Quantitative tabular disclosure may
                                            be helpful.

RESPONSE:
The Company has revised the disclosure on page 56 of Amendment No. 3 in response to the Staff’s comments.

6. You
                                            state on page 56 that “[i]n order to normalize the cost of electricity, [you] entered
                                            into a Master Services Agreement with Atlas, pursuant to which [you] pay... a monthly fee
                                            to Atlas for the quantity of electricity consumed by the miners at a rate of $0.08 per kWh.”

Please
address the following:

 ● Explain
                                            to us why you state on page 56 that “[y]our break-even power price is $80/MW.”
                                            It appears that this is the contractually fixed rate for electricity that you are charged,
                                            rather than a “breakeven” price.

 ● Explain
                                            to us why you state on page 56 that “the cost to earn a Bitcoin under the Master Services
                                            Agreement is predominantly driven by the price of power or electricity which fluctuates based
                                            on many factors, including the impacts of weather and the price of natural gas.” If
                                            you pay a fixed rate per kWh pursuant to the Master Services Agreement it would seem that
                                            weather or the price of natural gas would not affect your price of electricity.

RESPONSE:
The Company respectfully advises the Staff that:

 ● The
                                            Company has removed the referenced sentence “our break-even power price is $80/MW.”
                                            The Company has revised the disclosure on page 56 of Amendment No. 3 to add a more comprehensive
                                            breakeven analysis.

 ● The
                                            Company has removed the referenced sentence “the cost to earn a Bitcoin under the Master
                                            Services Agreement is predominantly driven by the price of power or electricity which fluctuates
                                            based on many factors, including the impacts of weather and the price of natural gas.”
                                            The Company has revised the disclosure on page 56 of Amendment No. 3 to state that market
                                            factors impacting the price of electricity continue to have an adverse impact on the Company’s
                                            operations due to actions that Atlas can take when its electricity costs are above $80 per
                                            MW.

7. Please
                                            consider providing two separate discussions of factors affecting profitability, one pre and
                                            one post the March 2, 2023 Master Services Agreement. Currently, you appear you discuss some
                                            profitability factors from before the Master Services Agreement as if they still have the
                                            same impact. For example you state on page 56 that “the cost of natural gas that [you]
                                            use to produce electricity to power [y]our miners is volatile and has increased substantially
                                            since the beginning of 2022.”

RESPONSE:
The Company has revised the disclosure on pages 55 and 56 of Amendment No. 3 in response to the Staff’s comments.

* * * * *

Please
direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff,
please contact Andrew Schulte of Vinson & Elkins L.L.P. at (713) 758-3381 or T. Mark Kelly of Vinson & Elkins L.L.P. at (713)
758-4592.

    Very
    truly yours,

    PRAIRIE
    OPERATING CO.

    By:
    /s/
    Edward Kovalik

    Name:
    Edward
    Kovalik

    Title:
    Chief
    Executive Officer

Enclosures

    cc:
    Andrew
    Schulte, Vinson & Elkins L.L.P.

    T.
    Mark Kelly, Vinson & Elkins L.L.P.

United States securities and exchange commission logo
August 31, 2023
Edward Kovalik
Chief Executive Officer
Prairie Operating Co.
8636 N. Classen Boulevard
Oklahoma City, OK
Re:Prairie Operating Co.
Amendment No. 2 to Registration Statement on Form S-1
Filed August 25, 2023
File No. 333-272743
Dear Edward Kovalik:
            We have reviewed your amended registration statement 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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 22, 2023 letter.
Amendment No. 2 to Form S-1 filed August 25, 2023
Risk Factors, page 6
1.We note your response to comment 1.  Please add a risk factor addressing the risk that the
crypto assets you mine or hold could be deemed securities and that the conclusions you
draw based on your risk-based assessment regarding the likelihood that a particular crypto
asset could be deemed a “security” under applicable laws could be incorrect.  Include a
discussion of what the legal implications would be and how it might impact you and your
investors.

 FirstName LastNameEdward Kovalik
 Comapany NamePrairie Operating Co.
 August 31, 2023 Page 2
 FirstName LastName
Edward Kovalik
Prairie Operating Co.
August 31, 2023
Page 2
We may not have sufficient authorized common stock available to issue the Common Stock that
is being offered for resale, page 19
2.Please tell us how counsel is able to opine that the Series D Shares, Series A Warrant
Shares, and Series B Warrant Shares will be validly issued if, as you state here, you may
be in violation of your charter if common stock underlying outstanding convertible or
exercisable securities, separate from the shares referenced above, is issued in an amount
that would make the number of your outstanding shares exceed the number of shares of
common stock authorized by your charter.
3.Please revise this risk factor to discuss the specific potential impacts for investors in this
offering, if you were to issue shares in an amount that would make the number of your
outstanding shares exceed the number of shares of common stock authorized by your
charter.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Prairie Operating Co., page 42
4.Please provide consistent and clear disclosure about the current status of your
cryptocurrency mining operations.  For example you state on page 55 that "[a]fter June 30,
2022, the Company ceased its cryptocurrency mining operations" and "Since June 30,
2022 the Company is neither receiving meaningful cryptocurrency awards nor generating
meaningful revenue from cryptocurrency mining," yet you later state that "[o]n March 2,
2023, the Company entered into the Master Services Agreement with Atlas and re-
initiated its cryptocurrency mining operations."
Factors Affecting Profitability, page 55
5.Refer to comment 3 and your revisions on page 56 relating to your electricity costs per
Bitcoin and the average breakeven Bitcoin price for the second quarter of 2023. We
reissue the comment in part and request that you include a more comprehensive breakeven
analysis for your Bitcoin mining operations that compares the cost to earn/mine one
Bitcoin with the market value of one Bitcoin.  Identify and explain all relevant inputs.
Quantitative tabular disclosure may be helpful.
6.You state on page 56 that "[i]n order to normalize the cost of electricity, [you] entered into
a Master Services Agreement with Atlas, pursuant to which [you] pay... a monthly fee to
Atlas for the quantity of electricity consumed by the miners at a rate of $0.08 per kWh."
Please address the following:
•Explain to us why you state on page 56 that "[y]our break-even power price is
$80/MW."  It appears that this is the contractually fixed rate for electricity that you
are charged, rather than a "breakeven" price.
•Explain to us why you state on page 56 that "the cost to earn a Bitcoin under the
Master Services Agreement is predominantly driven by the price of
power or electricity which fluctuates based on many factors, including the impacts of

 FirstName LastNameEdward Kovalik
 Comapany NamePrairie Operating Co.
 August 31, 2023 Page 3
 FirstName LastName
Edward Kovalik
Prairie Operating Co.
August 31, 2023
Page 3
weather and the price of natural gas."  If you pay a fixed rate per kWh pursuant to
the Master Services Agreement it would seem that weather or the price of natural gas
would not affect your price of electricity.
7.Please consider providing two separate discussions of factors affecting profitability,
one pre and one post the March 2, 2023 Master Services Agreement.  Currently, you
appear you discuss some profitability factors from before the Master Services Agreement
as if they still have the same impact.  For example you state on page 56 that "the cost of
natural gas that [you] use to produce electricity to power [y]our miners is volatile and has
increased substantially since the beginning of 2022."
            Please contact Jessica Livingston at 202-551-3448 or John Dana Brown at 202-551-3859
with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
filename1.htm

Prairie
Operating Co.

602
Sawyer Street, Suite 710

Houston,
Texas 77007

August
24, 2023

Division
of Corporation Finance

Office
of Crypto Assets

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3561

    Re:
    Prairie
    Operating Co.

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    July 27, 2023

    File
    No. 333-272743

Ladies
and Gentlemen:

Set
forth below are the responses of Prairie Operating Co. (the “Company,” “we,” “us”
or “our”) to comments received from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated August 22, 2023, with respect
to the Company’s Amendment No. 1 to the Registration Statement on Form S-1, File No. 333-272743, filed with the Commission on July
27, 2023 (the “Registration Statement”).

For
your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. Concurrently
with the submission of this letter, we are also submitting Amendment No. 2 to the Registration Statement (“Amendment No.
2”) via EDGAR. All references to page numbers and captions correspond to Amendment No. 2 unless otherwise specified.

Amendment
to Form S-1 filed July 27, 2023

Risk
Factors

Risks
Related to Government Regulation Matters, page 13

1. We
                                            note your risk factor disclosure in response to comment 5 that the legal test for determining
                                            whether a particular crypto asset is a security “evolves over time,” and that
                                            the “SEC’s views in this area may have evolved over time and it is difficult
                                            to predict the direction or timing of any continuing evolution.” Please remove these
                                            statements as the legal tests are well-established by U.S. Supreme Court case law and the
                                            Commission and staff have issued reports, orders, and statements that provide guidance on
                                            when a crypto asset may be a security for purposes of the U.S. federal securities laws.

RESPONSE:
The Company has removed the statements in Amendment No. 2 in response to the Staff’s comments.

Securities
and Exchange Commission

August
24, 2023

 Page 2

 2. We
                                            further note your revised risk factor disclosure that:

 ● “The
                                            SEC generally does not provide advance guidance or confirmation on the status of any particular
                                            crypto asset as a security;”

 ● “Public
                                            statements by senior officials at the SEC indicate that the SEC does not intend to take the
                                            position that Bitcoin or Ether are securities (in their current form);”

 ● “Bitcoin
                                            and Ether are the only crypto assets as to which senior officials at the SEC have publicly
                                            expressed such a view;” and

 ● “With
                                            respect to all other crypto assets, there is currently no certainty under the applicable
                                            legal test that such assets are not securities.”

Please
remove or revise these statements in light of the fact that the Commission has identified numerous crypto assets as securities, the reference
to public statements about Ethereum in its current form is inaccurate, the legal tests are well-established by U.S. Supreme Court case
law, and the Commission and staff have issued reports, orders and statements that provide guidance on when a crypto asset may be a security
for purposes of the U.S. federal securities laws.

RESPONSE:
The Company has removed the statements in Amendment No. 2 in response to the Staff’s comments.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations of Prairie Operating Co.

Factors
Affecting Profitability, page 46

3. Refer
                                            to comment 13 and your revised response. Please state more specifically how the relationship
                                            of hash rate, electricity consumption, and mining costs impacts operating results. In that
                                            regard also please revise to include a comprehensive breakeven analysis for your Bitcoin
                                            mining operations that compares the cost to earn/mine one Bitcoin with the value of the Bitcoin.
                                            Your analysis should identify and explain the inputs used in your calculation.

RESPONSE:
The Company has revised the disclosure on page 56 of Amendment No. 2 in response to the Staff’s comments.

Securities
and Exchange Commission

August
24, 2023

Page
3

Business,
page 54

4. Refer
                                            to comment 15 and your response that “the Company currently does not have, and does
                                            not intend to enter into, any agreements with mining pool operators.” Also refer to
                                            your disclosures throughout the F-pages that reference mining pools and mining pool agreements.
                                            For example only:

 ● Page
                                            F-39 states “[W]e participate in mining pools that pool the resources of groups of
                                            miners and split cryptocurrency rewards earned according to the “hashing” capacity
                                            each miner contributes to the mining pool.”

 ● Pages
                                            F-11 and F-44 state “[T]he Company has entered into digital asset mining pools by executing
                                            contracts with the mining pool operators to provide computing power to the mining pool....
                                            In exchange for providing computing power, the Company is entitled to a fractional share
                                            of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction
                                            fees to the mining pool operator which are recorded as a component of cost of revenues) for
                                            successfully adding a block to the blockchain.”

 ● Page
                                            F-45 states “[T]he Company’s cryptocurrency mining costs consist primarily of
                                            direct costs of earning Bitcoin related to mining operations, including mining pool fees,
                                            fuel and natural gas costs, turbine rental costs, and mobile data center rental costs, but
                                            exclude depreciation and amortization, which are separately stated in the Company’s
                                            consolidated statements of operations.”

Please
revise to provide context to these statements consistent with the Company’s response to the staff that there are no current agreements
or intentions to enter into any agreements with mining pool operators.

RESPONSE:
The Company respectfully advises the Staff that the Company participated in mining pools in 2022. The Company currently does not have,
and does not intend to enter into, any agreements with mining pool operators. The Company has revised the disclosure on page 55 of Amendment
No. 2 in response to the Staff’s comments. The Company did not revise the F-pages that reference mining pools and mining pool agreements
as the Company participated in mining pools in 2022 and such disclosure is relevant to such financials when issued.

5. We
                                            note your response to comment 16. Please revise to clarify whether you have any policy regarding
                                            how long you hold crypto assets that you receive as payment, or when you will sell such received
                                            crypto assets. If you have any such policy please state the policy. Also specifically state,
                                            quantitatively, the average period between receipt of your crypto assets and the subsequent
                                            sale, to date.

RESPONSE:
The Company respectfully advises the Staff that because the Company currently does not hold crypto assets, the Company does not have
any policy regarding how long the Company holds crypto assets or when the Company will sell any 	received crypto assets. The Company
has revised the disclosure on page 55 of Amendment No. 2 in response to the Staff’s comments. Additionally, the Company has revised
the disclosure on page 55 of Amendment No. 2 to state the average period between receipt of crypto assets and the subsequent sale on
a historical basis. The Company respectfully advises the Staff that the Company does not currently hold crypto assets and as such, the
average period between receipt of crypto assets and the subsequent sale is no longer relevant.

Securities
and Exchange Commission

August
24, 2023

 Page 4

6. Refer
                                            to comment 19 and your revised disclosure on page 56. We restate the comment in part: please
                                            revise to disclose the manner in which Atlas is required to store your crypto assets, whether
                                            it is contractually required to hold your crypto assets in cold storage, and to what extent,
                                            what security precautions it is required to undertake, what inspection rights you have, and
                                            what type of insurance Atlas is required to have to protect you from loss or advise. If your
                                            agreement is silent on these terms, disclose that fact and how Atlas is holding your crypto
                                            assets and provide risk factor disclosure about the lack of such contractual requirements
                                            and any lack of insurance, inspection rights, or security precautions.

RESPONSE:
The Company respectfully advises the Staff that the Company does not maintain any cryptocurrency assets or wallets and does not take
possession of any cryptocurrency mined. As a result, the Master Services Agreement does not contain any contractual arrangements for
Atlas to store the Company’s crypto assets and does not address any security precautions Atlas is required to undertake, any inspection
rights the Company has or what type of insurance Atlas is required to have to protect the Company from loss. The Company has revised
the disclosure on pages 9 and 56 of Amendment No. 2 in response to the Staff’s comments.

*
          *           *           *           *

Securities
and Exchange Commission

August
24, 2023

Page
5

Please
direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff,
please contact Andrew Schulte of Vinson & Elkins L.L.P. at (713) 758-3381 or T. Mark Kelly of Vinson & Elkins L.L.P. at (713)
758-4592.

    Very
    truly yours,

    PRAIRIE
    OPERATING CO.

    By:
    /s/
    Edward Kovalik

    Name:
    Edward
    Kovalik

    Title:
    Chief
    Executive Officer

Enclosures

cc: Andrew
                                            Schulte, Vinson & Elkins L.L.P.

  T.
                                            Mark Kelly, Vinson & Elkins L.L.P.

United States securities and exchange commission logo
August 22, 2023
Edward Kovalik
Chief Executive Officer
Prairie Operating Co.
8636 N. Classen Boulevard
Oklahoma City, OK
Re:Prairie Operating Co.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 27, 2023
File No. 333-272743
Dear Edward Kovalik:
            We have reviewed your amended registration statement 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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 17, 2023 letter.
Amendment to Form S-1 filed July 27, 2023
Risk Factors
Risks Related to Government Regulation Matters, page 13
1.We note your risk factor disclosure in response to comment 5 that the legal test for
determining whether a particular crypto asset is a security “evolves over time,” and that
the “SEC’s views in this area may have evolved over time and it is difficult to predict the
direction or timing of any continuing evolution.”  Please remove these statements as the
legal tests are well-established by U.S. Supreme Court case law and the Commission and
staff have issued reports, orders, and statements that provide guidance on when a crypto
asset may be a security for purposes of the U.S. federal securities laws.

 FirstName LastNameEdward Kovalik
 Comapany NamePrairie Operating Co.
 August 22, 2023 Page 2
 FirstName LastNameEdward Kovalik
Prairie Operating Co.
August 22, 2023
Page 2
2.We further note your revised risk factor disclosure that:
•“The SEC generally does not provide advance guidance or confirmation on the status
of any particular crypto asset as a security;”
•“Public statements by senior officials at the SEC indicate that the SEC does not
intend to take the position that Bitcoin or Ether are securities (in their current form);”
•“Bitcoin and Ether are the only crypto assets as to which senior officials at the SEC
have publicly expressed such a view;” and
•"With respect to all other crypto assets, there is currently no certainty under the
applicable legal test that such assets are not securities."

Please remove or revise these statements in light of the fact that the Commission has
identified numerous crypto assets as securities, the reference to public statements about
Ethereum in its current form is inaccurate, the legal tests are well-established by U.S.
Supreme Court case law, and the Commission and staff have issued reports, orders and
statements that provide guidance on when a crypto asset may be a security for purposes of
the U.S. federal securities laws.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of
Prairie Operating Co.
Factors Affecting Profitability, page 46
3.Refer to comment 13 and your revised response.  Please state more specifically how the
relationship of hash rate, electricity consumption, and mining costs impacts operating
results.  In that regard also please revise to include a comprehensive breakeven analysis
for your Bitcoin mining operations that compares the cost to earn/mine one Bitcoin with
the value of the Bitcoin.  Your analysis should identify and explain the inputs used in your
calculation.
Business, page 54
4.Refer to comment 15 and your response that "the Company currently does not have, and
does not intend to enter into, any agreements with mining pool operators." Also refer to
your disclosures throughout the F-pages that reference mining pools and mining pool
agreements. For example only:
•Page F-39 states "[W]e participate in mining pools that pool the resources of groups
of miners and split cryptocurrency rewards earned according to the “hashing”
capacity each miner contributes to the mining pool."
•Pages F-11 and F-44 state "[T]he Company has entered into digital asset mining
pools by executing contracts with the mining pool operators to provide computing
power to the mining pool.... In exchange for providing computing power, the
Company is entitled to a fractional share of the fixed cryptocurrency award the
mining pool operator receives (less digital asset transaction fees to the mining pool
operator which are recorded as a component of cost of revenues) for successfully
adding a block to the blockchain.

 FirstName LastNameEdward Kovalik
 Comapany NamePrairie Operating Co.
 August 22, 2023 Page 3
 FirstName LastName
Edward Kovalik
Prairie Operating Co.
August 22, 2023
Page 3
•Page F-45 states "[T]he Company’s cryptocurrency mining costs consist primarily of
direct costs of earning Bitcoin related to mining operations, including mining pool
fees, fuel and natural gas costs, turbine rental costs, and mobile data center rental
costs, but exclude depreciation and amortization, which are separately stated in the
Company’s consolidated statements of operations."

Please revise to provide context to these statements consistent with the Company's
response to the staff that there are no current agreements or intentions to enter into any
agreements with mining pool operators.
5.We note your response to comment 16.  Please revise to clarify whether you have
any policy regarding how long you hold crypto assets that you receive as payment, or
when you will sell such received crypto assets.  If you have any such policy please state
the policy.  Also specifically state, quantitatively, the average period between receipt of
your crypto assets and the subsequent sale, to date.
6.Refer to comment 19 and your revised disclosure on page 56. We restate the comment in
part: please revise to disclose the manner in which Atlas is required to store your crypto
assets, whether it is contractually required to hold your crypto assets in cold storage, and
to what extent, what security precautions it is required to undertake, what inspection rights
you have, and what type of insurance Atlas is required to have to protect you from loss or
advise. If your agreement is silent on these terms, disclose that fact and how Atlas is
holding your crypto assets and provide risk factor disclosure about the lack of such
contractual requirements and any lack of insurance, inspection rights, or security
precautions.
            Please contact Jessica Livingston at 202-551-3448 or John Dana Brown at 202-551-3859
with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
filename1.htm

Prairie
Operating Co.

602
Sawyer Street, Suite 710

Houston,
Texas 77007

July
27, 2023

Division
of Corporation Finance

Office
of Crypto Assets

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3561

    Re:
    Prairie
    Operating Co.

    Registration
    Statement on Form S-1

    Filed
    June 16, 2023

    File
    No. 333-272743

Ladies
and Gentlemen:

Set
forth below are the responses of Prairie Operating Co. (the “Company,” “we,” “us”
or “our”) to comments received from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated July 17, 2023, with respect to
the Company’s Registration Statement on Form S-1, File No. 333-272743, filed with the Commission on June 16, 2023 (the “Registration
Statement”).

For
your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. Concurrently
with the submission of this letter, we are also submitting Amendment No. 1 to the Registration Statement (“Amendment No.
1”) via EDGAR. All references to page numbers and captions correspond to Amendment No. 1 unless otherwise specified.

Registration
Statement on Form S-1 filed June 16, 2023

General

1. Provide
                                            disclosure of any significant crypto asset market developments material to understanding
                                            or assessing your business, financial condition and results of operations, or share price
                                            since your last reporting period, including any material impact from the price volatility
                                            of crypto assets.

RESPONSE:
The Company respectfully advises the Staff that the Company was not directly affected by the recent crypto asset market developments,
including the continued industry-wide fallout from recent Chapter 11 bankruptcy filings of cryptocurrency exchanges FTX Trading Ltd.
(including its affiliated hedge fund Alameda Research LLC) and other firms. That being said, the decrease and volatility of Bitcoin price
as a result of these recent developments have affected the Company’s business, financial condition and results of operations. The
Company has revised the disclosure on pages 9, 17 and 56 of Amendment No. 1 in response to the Staff’s comments.

Securities
and Exchange Commission

July
27, 2023

Page
2

2. Please
                                            discuss any intentions you have to mine crypto assets other than bitcoin.

RESPONSE:
The Company respectfully advises the Staff that the Company currently does not intend to acquire crypto asset other than Bitcoin. The
Company has revised the disclosure on page 55 of Amendment No. 1 in response to the Staff’s comments.

Risk
Factors, page 6

3. To
                                            the extent material, discuss any reputational harm you may face in light of the recent disruption
                                            in the crypto asset markets. For example, discuss how market conditions have affected how
                                            your business is perceived by customers, counterparties, and regulators, and whether there
                                            is a material impact on your operations or financial condition.

RESPONSE:
The Company has revised the disclosure on page 14 of Amendment No. 1 in response to the Staff’s comments.

4. Describe
                                            any material risks to your business from the possibility of regulatory developments related
                                            to crypto assets and crypto asset markets. Identify material pending crypto legislation or
                                            regulation and describe any material effects it may have on your business, financial condition,
                                            and results of operations.

RESPONSE:
The Company has revised the disclosure on page 14 of Amendment No. 1 in response to the Staff’s comments.

5. Describe
                                            any material risks you face related to the assertion of jurisdiction by U.S. and foreign
                                            regulators and other government entities over crypto assets and crypto asset markets.

RESPONSE:
The Company respectfully advises the Staff that the Company has revised the disclosure on pages 14, 15 and 16 of Amendment No. 1 in response
to the Staff’s comments, and refer the Staff to the section in the Registration Statement entitled “Risk Factors –
Risks Related to Government Regulation Matters” for a description of materials risks the Company faces related to the assertion
of jurisdiction by U.S. and foreign regulators and other government entities over crypto assets and crypto asset markets.

6. To
                                            the extent material, describe any gaps your board or management have identified with respect
                                            to risk management processes and policies in light of current crypto asset market conditions
                                            as well as any changes they have made to address those gaps.

RESPONSE:
The Company has revised the disclosure on page 11 of Amendment No. 1 in response to the Staff’s comments.

Securities
                                            and Exchange Commission

July
27, 2023

Page
3

7. Describe
                                            any material financing, liquidity, or other risks you face related to the impact that the
                                            current crypto asset market disruption has had, directly or indirectly, on the value of the
                                            crypto assets you use as collateral or the value of your crypto assets used by others as
                                            collateral.

RESPONSE:
The Company has revised the disclosure on page 23 of Amendment No. 1 in response to the Staff’s comments.

8. To
                                            the extent material, describe any of the following risks due to disruptions in the crypto
                                            asset markets:

    ●
    Risk
    from depreciation in your stock price.

    ●
    Risk
    of loss of customer demand for your products and services.

    ●
    Financing
    risk, including equity and debt financing.

    ●
    Risk
    of increased losses or impairments in your investments or other assets.

    ●
    Risks
    of legal proceedings and government investigations, pending or known to be threatened, in the United States or in other jurisdictions
    against you or your affiliates.

    ●
    Risks
    from price declines or price volatility of crypto assets.

RESPONSE:
The Company respectfully advises the Staff of the following:

    ●

    The
    Company has revised the disclosure on page 17 of Amendment No. 1 to discuss risk from depreciation in the Company’s stock price.

    ●
    The
    Company has revised the disclosure on pages 9 and 14 of Amendment No. 1 to discuss risk of loss of customer demand for its products
    and services.

    ●
    The
    Company has revised the disclosure on pages 6 and 7 of Amendment No. 1 to discuss financing risk, including equity and debt financing.

    ●
    The
    Company has revised the disclosure on page 9 of Amendment No. 1 to discuss risk of increased losses or impairments in your investments
    or other assets.

    ●
    The
    Company has revised the disclosure on page 14 of Amendment No. 1 to discuss risks of legal proceedings and government investigations,
    pending or known to be threatened, in the United States or in other jurisdictions against you or your affiliates.

    ●
    The
    Company has revised the disclosure on page 9 of Amendment No. 1 to discuss risks from price declines or price volatility of crypto
    assets.

Securities
                                            and Exchange Commission

July
27, 2023

Page
4

9. Please
                                            add a risk factor addressing risks attendant to your reliance on Atlas.

RESPONSE:
The Company has revised the disclosure on page 7 of Amendment No. 1 in response to the Staff’s comments.

The
storage and custody of our Bitcoin assets and any other cryptocurrencies that we may potentially acquire or hold, page 9

10. You
                                            state that you “plan to establish processes to manage wallets.” Please disclose
                                            the timeframe for doing so. Also discuss the risk to investors because, if true, you do not
                                            currently have policies and procedures for the storage of crypto assets. Additionally, discuss
                                            the risks related to investors being unable to evaluate what your eventual custody policies
                                            and procedures will be.

RESPONSE:
The Company has revised the disclosure on page 9 of Amendment No. 1 in response to the Staff’s comments.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations of Prairie Operating Co.

Cryptocurrency
Mining, page 41

11. If
                                            significant, please quantify your reliance on Bitmain or other digital asset mining equipment
                                            suppliers. To the extent you are substantially dependent on any agreements with Bitmain or
                                            other suppliers, please describe the material terms of such agreements and file the agreements
                                            as exhibits. If you believe you are not substantially dependent on the agreements, please
                                            provide us with an analysis supporting your belief. See Item 101(h)(4)(v) of Regulation S-K.

RESPONSE:
The Company respectfully advises the Staff that on June 17, 2023, Bitmain delivered the last batch of products to the Company and the
Non-Fixed Price Sales and Purchase Agreement entered into on December 17, 2021 between the Company and Bitmain terminated pursuant to
its terms. The Company does not currently have, or expect to enter into any, agreements with other suppliers. As such, the Company does
not substantially rely or depend on Bitmain or other digital asset mining equipment suppliers. The Company has revised the disclosure
on page 44 of Amendment No. 1 in response to the Staff’s comments.

Mining
Equipment, page 41

12. You
                                            state that “As of March 31, 2023, none of the 600 miners purchased from Bitmain have
                                            been delivered to the Company, and will remain undelivered until all fees are paid to ship
                                            the miners from the Bitmain facility to the Company.” Disclose the amount of fees that
                                            remain to be paid, why they have not yet been paid, who is responsible for such payment,
                                            when it is anticipated that they will be paid, and when shipment is expected to occur. Also
                                            state whether these miners are pre-owned or newly manufactured.

Securities
                                            and Exchange Commission

July
27, 2023

Page
5

RESPONSE:
The Company respectfully advises the Staff that the Company has paid a shipping fee of $54,000
and 600 miners were delivered to the Company on June 17, 2023. The Company has revised the disclosure on page 44 of Amendment
No. 1 in response to the Staff’s comments.

Factors
Affecting Profitability, page 42

13. Please
                                            discuss in greater detail the relationship of hash rate, electricity consumption, and mining
                                            costs, and how this relationship specifically impacts operating results.

RESPONSE:
The Company has revised the disclosure on pages 46 and 56 of Amendment No. 1 in response to the Staff’s comments.

Business,
page 51

14. Revise
                                            to disclose the material terms and any termination provisions of your Master Services Agreement
                                            with Atlas, through which it will provide you with cryptocurrency mining services for your
                                            miners at the Atlas facility in North Dakota. Refer to your disclosure on page F-67 that
                                            “all cryptocurrency mined by our miners will be transferred to wallets in the control
                                            of Atlas. Atlas will then deduct the hosting service fee from the monthly total mined currency
                                            produced by our miners and remit the net mined currency to us.” As an additional matter,
                                            please disclose here this remittance process to clarify where the net mined cryptocurrency
                                            is deposited and who has control of the wallet or account.

RESPONSE:
The Company has revised the disclosure on page 56 of Amendment No. 1 in response to the Staff’s comments.

15. We
                                            note your disclosure that you participate in mining pools and have executed contracts “with
                                            the mining pool operators to provide computing power to the mining pool” for which
                                            you are entitled to a fractional share of the cryptocurrency award the mining pool operator
                                            receives based on the proportion of computing power you contributed compared to the total
                                            computing power contributed by all mining pool participants in solving the current algorithm.
                                            Please revise to disclose:

    ●
    Material
    terms of your mining pool agreements and file these agreements as exhibits.

    ●
    Percentage
    of your Bitcoin hashing power contributed to mining pools.

    ●
    Total
    hashing power of each pool and the percentage thereof contributed by your miners.

Securities
                                            and Exchange Commission

July
27, 2023

Page
6

    ●
    How
    the pools hold your proportion of mining rewards and the duration thereof.

    ●
    Whether
    the pool operators have insurance for theft or loss and the risks associated with transferring crypto assets.

RESPONSE:
The Company respectfully advises the Staff that the Company currently does not have, and does not intend to enter into, any agreements
with mining pool operators. The Company has revised to remove certain disclosure on pages 7, 44, 48 and 55 of Amendment No. 1
to reflect that the Company currently does not have any agreements with mining pool operators.

16. Refer
                                            to your disclosure on pages 42-43 and 52-53 that you have historically mined and held Bitcoin
                                            and may sell your mined Bitcoin to fund operating and capital expenditures. Revise to further
                                            clarify whether you have sold any of your mined Bitcoin in the past and your policies or
                                            practices regarding how long you hold crypto assets that you receive as payment and to discuss:

    ●
    Any
    risks to your liquidity caused by volatility in cryptocurrency pricing.

    ●
    If
    relevant, the average

United States securities and exchange commission logo
July 17, 2023
Edward Kovalik
Chief Executive Officer
Prairie Operating Co.
8636 N. Classen Boulevard
Oklahoma City, OK
Re:Prairie Operating Co.
Registration Statement on Form S-1
Filed June 16, 2023
File No. 333-272743
Dear Edward Kovalik:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed June 16, 2023
General
1.Provide disclosure of any significant crypto asset market developments material to
understanding or assessing your business, financial condition and results of operations, or
share price since your last reporting period, including any material impact from the price
volatility of crypto assets.
2.Please discuss any intentions you have to mine crypto assets other than bitcoin.
Risk Factors, page 6
3.To the extent material, discuss any reputational harm you may face in light of the recent
disruption in the crypto asset markets. For example, discuss how market conditions have

 FirstName LastNameEdward Kovalik
 Comapany NamePrairie Operating Co.
 July 17, 2023 Page 2
 FirstName LastNameEdward Kovalik
Prairie Operating Co.
July 17, 2023
Page 2
affected how your business is perceived by customers, counterparties, and regulators, and
whether there is a material impact on your operations or financial condition.
4.Describe any material risks to your business from the possibility of regulatory
developments related to crypto assets and crypto asset markets. Identify material pending
crypto legislation or regulation and describe any material effects it may have on your
business, financial condition, and results of operations.
5.Describe any material risks you face related to the assertion of jurisdiction by U.S. and
foreign regulators and other government entities over crypto assets and crypto asset
markets.
6.To the extent material, describe any gaps your board or management have identified with
respect to risk management processes and policies in light of current crypto asset market
conditions as well as any changes they have made to address those gaps.
7.Describe any material financing, liquidity, or other risks you face related to the impact
that the current crypto asset market disruption has had, directly or indirectly, on the value
of the crypto assets you use as collateral or the value of your crypto assets used by others
as collateral.
8.To the extent material, describe any of the following risks due to disruptions in the crypto
asset markets:
•Risk from depreciation in your stock price.
•Risk of loss of customer demand for your products and services.
•Financing risk, including equity and debt financing.
•Risk of increased losses or impairments in your investments or other assets.
•Risks of legal proceedings and government investigations, pending or known to be
threatened, in the United States or in other jurisdictions against you or your affiliates.
•Risks from price declines or price volatility of crypto assets.
9.Please add a risk factor addressing risks attendant to your reliance on Atlas.
The storage and custody of our Bitcoin assets and any other cryptocurrencies that we may
potentially acquire or hold, page 9
10.You state that you "plan to establish processes to manage wallets."  Please disclose the
timeframe for doing so.  Also discuss the risk to investors because, if true, you do not
currently have policies and procedures for the storage of crypto assets.  Additionally,
discuss the risks related to investors being unable to evaluate what your eventual custody
policies and procedures will be.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Prairie Operating Co.
Cryptocurrency Mining, page 41
11.If significant, please quantify your reliance on Bitmain or other digital asset mining

 FirstName LastNameEdward Kovalik
 Comapany NamePrairie Operating Co.
 July 17, 2023 Page 3
 FirstName LastNameEdward Kovalik
Prairie Operating Co.
July 17, 2023
Page 3
equipment suppliers. To the extent you are substantially dependent on any agreements
with Bitmain or other suppliers, please describe the material terms of such agreements and
file the agreements as exhibits. If you believe you are not substantially dependent on the
agreements, please provide us with an analysis supporting your belief. See
Item 101(h)(4)(v) of Regulation S-K.
Mining Equipment, page 41
12.You state that "As of March 31, 2023, none of the 600 miners purchased from Bitmain
have been delivered to the Company, and will remain undelivered until all fees are paid to
ship the miners from the Bitmain facility to the Company."  Disclose the amount of fees
that remain to be paid, why they have not yet been paid, who is responsible for such
payment, when it is anticipated that they will be paid, and when shipment is expected to
occur.  Also state whether these miners are pre-owned or newly manufactured.
Factors Affecting Profitability, page 42
13.Please discuss in greater detail the relationship of hash rate, electricity consumption, and
mining costs, and how this relationship specifically impacts operating results.
Business, page 51
14.Revise to disclose the material terms and any termination provisions of your Master
Services Agreement with Atlas, through which it will provide you with cryptocurrency
mining services for your miners at the Atlas facility in North Dakota.  Refer to your
disclosure on page F-67 that “all cryptocurrency mined by our miners will be transferred
to wallets in the control of Atlas. Atlas will then deduct the hosting service fee from the
monthly total mined currency produced by our miners and remit the net mined currency to
us.” As an additional matter, please disclose here this remittance process to clarify where
the net mined cryptocurrency is deposited and who has control of the wallet or account.
15.We note your disclosure that you participate in mining pools and have executed contracts
"with the mining pool operators to provide computing power to the mining pool" for
which you are entitled to a fractional share of the cryptocurrency award the mining pool
operator receives based on the proportion of computing power you contributed compared
to the total computing power contributed by all mining pool participants in solving the
current algorithm. Please revise to disclose:
•Material terms of your mining pool agreements and file these agreements as exhibits.
•Percentage of your Bitcoin hashing power contributed to mining pools.
•Total hashing power of each pool and the percentage thereof contributed by your
miners.
•How the pools hold your proportion of mining rewards and the duration thereof.
•Whether the pool operators have insurance for theft or loss and the risks associated
with transferring crypto assets.
16.Refer to your disclosure on pages 42-43 and 52-53 that you have historically mined and

 FirstName LastNameEdward Kovalik
 Comapany NamePrairie Operating Co.
 July 17, 2023 Page 4
 FirstName LastNameEdward Kovalik
Prairie Operating Co.
July 17, 2023
Page 4
held Bitcoin and may sell your mined Bitcoin to fund operating and capital expenditures.
Revise to further clarify whether you have sold any of your mined Bitcoin in the past and
your policies or practices regarding how long you hold crypto assets that you receive as
payment and to discuss:
•Any risks to your liquidity caused by volatility in cryptocurrency pricing.
•If relevant, the average period between receipt of your crypto assets and the
subsequent sale.
17.To the extent material, discuss how recent bankruptcies in the crypto asset market and the
downstream effects of those bankruptcies have impacted or may impact your business,
financial condition, customers, and counterparties, either directly or indirectly. Clarify
whether you have material assets that may not be recovered due to the bankruptcies or
may otherwise be lost or misappropriated.
18.If material to an understanding of your business, describe any direct or indirect exposures
to other counterparties, customers, custodians, or other participants in crypto asset
markets, known to:
•Have filed for bankruptcy, been decreed insolvent or bankrupt, made any assignment
for the benefit of creditors, or have had a receiver appointed for them.
•Have experienced excessive redemptions or suspended redemptions or withdrawals
of crypto assets.
•Have the crypto assets of their customers unaccounted for.
•Have experienced material corporate compliance failures.
19.You disclose on page F-67 that "all cryptocurrency mined by our miners will be
transferred to wallets in the control of Atlas. Atlas will then deduct the hosting service fee
from the monthly total mined currency produced by our miners and remit the net mined
currency to us...."  Disclose the material terms of your custody arrangements with Atlas,
including the manner in which it is required to store your crypto assets, whether it is
contractually required to hold your crypto assets in cold storage, what security precautions
it is required to undertake, what inspection rights you have, and what type of insurance
Atlas is required to have to protect you from loss.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameEdward Kovalik
 Comapany NamePrairie Operating Co.
 July 17, 2023 Page 5
 FirstName LastName
Edward Kovalik
Prairie Operating Co.
July 17, 2023
Page 5
            Please contact Jessica Livingston at 202-551-3448 or John Dana Brown at 202-551-3859
with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
filename1.htm

Creek
Road Miners, Inc.

2700
Homestead Road

Park
City, UT 84098

June
30, 2022

Via
EDGAR Submission

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Ryan Lichtenfels

    Re:
    Creek
    Road Miners, Inc.

    Registration
    Statement on Form S-1, as amended

    Filed
    on June 28, 2022

    File
    No. 333-262304

Dear
Mr. Lichtenfels:

Creek
Road Miners, Inc. (the “Company”) hereby withdraws the request for acceleration of effectiveness of the above-referenced
registration statement (the “Registration Statement”) submitted via Edgar at 9:32 p.m., Eastern time, June 29, 2022.
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the Company respectfully requests
that the effective date of the Registration Statement be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on
Friday, July 1, 2022, or as soon as practicable thereafter. In making this acceleration request, the Company acknowledges that it is
aware of its obligations under the Act.

Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Baker & McKenzie LLP,
by calling Christopher I. Lapp at (312) 772-7036.

Thank
you for your assistance with this matter.

    Very
    Truly Yours,

    By:
    /s/
    John D. Maatta

    Name:

    John
    D. Maatta

    Title:

    Co-Chief
    Executive Officer

cc:
Roger Bivans, Baker & McKenzie LLP

United States securities and exchange commission logo
June 29, 2022
Scott Kaufman
Chief Executive Officer
Creek Road Miners, Inc.
2700 Homestead Road
Park City, UT 84098
Re:Creek Road Miners, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed June 29, 2022
File No. 333-262304
Dear Mr. Kaufman:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Form S-1
Exhibit 5.2
1.Please revise the first paragraph to identify correctly the shares covered by the registration
statement.  In this regard, we note your statement that the 12,721,659 shares covered by
the registration statement consist of 5,836,453 shares issuable upon the conversion of
outstanding shares of Series C Preferred Stock and 6,218,539 shares issuable upon the
exercise of outstanding warrants; however, this is not an accurate identification of the
shares covered by the registration statement.  In addition, revise the third paragraph to
exclude your client from the assumption regarding "the due authority of all parties signing
such documents."

 FirstName LastNameScott Kaufman
 Comapany NameCreek Road Miners, Inc.
 June 29, 2022 Page 2
 FirstName LastName
Scott Kaufman
Creek Road Miners, Inc.
June 29, 2022
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ryan Lichtenfels at 703-434-0122 or Lilyanna Peyser at 202-551-3222
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Roger W. Bivans

CORRESP
1
filename1.htm

Creek
Road Miners, Inc.

2700
Homestead Road

Park
City, UT 84098

June
29, 2022

Via
EDGAR Submission

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Ryan Lichtenfels

    Re:
    Creek
    Road Miners, Inc.

    Registration
    Statement on Form S-1, as amended

    Filed
    on June 28, 2022

    File
    No. 333-262304

Dear
Mr. Lichtenfels:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Creek Road Miners, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above (the “Registration Statement”)
be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on Tuesday, July 5, 2022, or as soon as practicable thereafter.
In making this acceleration request, the Company acknowledges that it is aware of its obligations under the Act.

Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Baker & McKenzie LLP,
by calling Christopher I. Lapp at (312) 772-7036.

Thank
you for your assistance with this matter.

    Very Truly Yours,

    By:
    /s/ John D. Maatta

    Name:
    John D. Maatta

    Title:
    Co-Chief Executive Officer

cc:
Roger Bivans, Baker & McKenzie LLP

CORRESP
1
filename1.htm

Creek
Road Miners, Inc.

2700
Homestead Road

Park
City, UT 84098

 June
29, 2022

Via
EDGAR Submission

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Ryan Lichtenfels

    Re:
    Creek
    Road Miners, Inc.

    Registration
    Statement on Form S-1, as amended

    Filed
    on June 28, 2022

    File
    No. 333-262304

Dear
Mr. Lichtenfels:

Creek
Road Miners, Inc. hereby withdraws the request for acceleration of effectiveness of the above-referenced registration statement submitted
via Edgar at 12:50 p.m., Eastern time, June 29, 2022.

    Very
    Truly Yours,

    By:
    /s/
    John D. Maatta

    Name:

    John
    D. Maatta

    Title:

    Co-Chief
    Executive Officer

cc:
Roger Bivans, Baker & McKenzie LLP

CORRESP
1
filename1.htm

Creek
Road Miners, Inc.

2700
Homestead Road

Park
City, UT 84098

June
29, 2022

Via
EDGAR Submission

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Ryan Lichtenfels

    Re:
    Creek
    Road Miners, Inc.

    Registration
    Statement on Form S-1, as amended

    Filed
    on June 28, 2022

    File
    No. 333-262304

Dear
Mr. Lichtenfels:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Creek Road Miners, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above (the “Registration Statement”)
be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on Friday, July 1, 2022, or as soon as practicable
thereafter. In making this acceleration request, the Company acknowledges that it is aware of its obligations under the Act.

Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Baker & McKenzie LLP,
by calling Christopher I. Lapp at (312) 772-7036.

Thank
you for your assistance with this matter.

    Very
    Truly Yours,

    By:
    /s/
    John D. Maatta

    Name:

    John
    D. Maatta

    Title:

    Co-Chief
    Executive Officer

cc:
Roger Bivans, Baker & McKenzie LLP

CORRESP
1
filename1.htm

June
16, 2022

VIA
EDGAR AND COURIER DELIVERY

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Katherine Bagley and
Lilyanna Peyser

Re:
Creek Road Miners, Inc.

Amendment
No. 2 to Registration Statement on Form S-1

Filed
May 3, 2022

File
No. 333-262304

Ladies
and Gentlemen:

On
behalf of our client, Creek Road Miners, Inc.. (the “Company”), we are submitting this letter in response to comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter
dated May 26, 2022 relating to the above-referenced Registration Statement on Form S-1/A (the “Amended Filing”). The Company
is concurrently submitting an amended Registration Statement on Form S-1/A (the “Further Amended Filing”).

For
the Staff’s convenience, the Staff’s comments have been stated below in their entirety in bold, followed by the corresponding
responses from the Company. Except for any page references appearing in the headings or the Staff’s comments (which are references
to the Amended Filing), all page references herein correspond to the pages of the Further Amended Filing. Capitalized terms used but
not defined in this letter have the meanings ascribed to such terms in the Amended Filing.

Prospectus
Summary, page 1

    1.

    We
    note your amended disclosure in response to comment 1. Please revise this disclosure to clarify, as you did in your prior response
    letter, that you will also consider whether additional crypto assets constitute securities as defined in Section 2(a)(1) of the Securities
    Act.

    Please
    see the amended disclosure at page 1 of the Further Amended Filing.

    General

    2.

    We
    note your disclosure on page 5 of your 10-K for the year ended December 31, 2021, incorporated by reference into your registration
    statement, that you measure your operations by the number and dollar value of the cryptocurrency rewards you earn
    from your cryptocurrency mining activities. Please amend the disclosure in your registration statement to clarify how you determine
    the dollar value of your cryptocurrency.

    Please
    see the amended disclosure at page 1 of the Further Amended Filing.

    3.

    We
    note your response to comment 4, as well as your previous related responses. While we do not have any further comments at this time
    regarding your responses, please confirm your understanding that our decision not to issue additional comments should not be interpreted
    to mean that we either agree or disagree with your responses, including any conclusions you have made, positions you have taken and
    practices you have engaged in or may engage in with respect to this matter.

    We
    confirm our understanding that the Staff’s decision not to issue additional comments with respect to prior comment 4 should
    not be interpreted to mean that the Staff either agrees or disagrees with our
    responses, including any conclusions we have made, positions we have taken and practices the Company has engaged in or may engage
    in with respect to such matter.

If
you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact
me at (214) 978 3095 or Christopher Lapp at (202) 835-6251.

    Very
    truly yours,

    Roger
    W. Bivans

    cc:
    Scott
    Kaufman

    John
    Maatta

United States securities and exchange commission logo
May 26, 2022
Scott Kaufman
Chief Executive Officer
Creek Road Miners, Inc.
2700 Homestead Road
Park City, UT 84098
Re:Creek Road Miners, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed May 3, 2022
File No. 333-262304
Dear Mr. Kaufman:
            We have reviewed your amended registration statement 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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 8, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-1
Prospectus Summary, page 1
1.We note your amended disclosure in response to comment 1.  Please revise this disclosure
to clarify, as you did in your prior response letter, that you will also consider whether
additional crypto assets constitute securities as defined in Section 2(a)(1) of the Securities
Act.
General
2.We note your disclosure on page 5 of your 10-K for the year ended December 31, 2021,
incorporated by reference into your registration statement, that you measure
your operations by the number and dollar value of the cryptocurrency rewards you

 FirstName LastNameScott Kaufman
 Comapany NameCreek Road Miners, Inc.
 May 26, 2022 Page 2
 FirstName LastName
Scott Kaufman
Creek Road Miners, Inc.
May 26, 2022
Page 2
earn from your cryptocurrency mining activities.  Please amend the disclosure in your
registration statement to clarify how you determine the dollar value of your
cryptocurrency.
3.We note your response to comment 4, as well as your previous related responses.  While
we do not have any further comments at this time regarding your responses, please
confirm your understanding that our decision not to issue additional comments should not
be interpreted to mean that we either agree or disagree with your responses, including any
conclusions you have made, positions you have taken and practices you have engaged in
or may engage in with respect to this matter.
            Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at (202) 551-3222
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Roger W. Bivans

CORRESP
1
filename1.htm

May
3, 2022

VIA
EDGAR AND COURIER DELIVERY

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Katherine Bagley and
Lilyanna Peyser

Re:
Creek Road Miners, Inc.

Amendment
No. 1 to Registration Statement on Form S-1

Filed
March 11, 2022

File
No. 333-262304

Ladies
and Gentlemen:

On
behalf of our client, Creek Road Miners, Inc.. (the “Company”), we are submitting this letter in response to comments from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter
dated April 8, 2022 relating to the above-referenced Registration Statement on Form S-1/A (the “Amended Filing”). The Company
is concurrently submitting an amended Registration Statement on Form S-1/A (the “Further Amended Filing”).

For
the Staff’s convenience, the Staff’s comments have been stated below in their entirety in bold, followed by the corresponding
responses from the Company. Except for any page references appearing in the headings or the Staff’s comments (which are references
to the Amended Filing), all page references herein correspond to the pages of the Further Amended Filing. Capitalized terms used but
not defined in this letter have the meanings ascribed to such terms in the Amended Filing.

Prospectus
Summary, page 1

    1.

    We
    note your response to comment 2, including that “[t]o the extent the Company expands its mining operations to include additional
    crypto assets, it will evaluate the financial merits of such crypto assets based on a number of factors, including the anticipated
    profitability and price stability of such crypto assets and the Company’s determination as to whether such assets constitute
    securities as defined in Section 2(a)(1) of the Securities Act.” Please amend the disclosure in your filing to clarify that
    you may consider expanding your mining operations to additional crypto assets in the future, and to describe the factors you will
    consider in making this decision. As a related matter, we note your amended disclosure that “we may sell the Bitcoin we mine
    as necessary for operations or as dictated by market conditions.” Please amend your disclosure to provide additional detail
    describing the operational and market conditions under which you would sell your Bitcoin. Relatedly, we note that your disclosure
    that you intend to hold your mined Bitcoin appears contradictory to your statement that you intend to pay your remaining commitments
    of approximately $4.4 million monthly from the sale of Bitcoin or with earned Bitcoin; please advise or revise.

    Please
    see the amended disclosure at pages 1 and 2 of the Further Amended Filing.

Strategic
Initiatives, page 3

    2.

    We
    note your response to comment 9 describing your plans to acquire oil and gas producing assets in 2022. Please amend the disclosure
    in your filing to include the substance of your response.

Please
see the amended disclosure at page 3 of the Further Amended Filing.

Risk
Factors, “Bitcoin has forked multiple times . . .”, page 17

    3.

    We
    note your amended disclosure in response to comment 10, but it was not completely responsive to our comment. Please describe the
    risks, if any, related to airdrops, or tell us why you do not believe you are required to do so.

Please
see the additional risk factor at page 17 of the Further Amended Filing.

General

    4.

    We
    note your response to comment 14, including that “[a]s the Company no longer has an NFT business, it does not believe a legal
    analysis relating thereto is necessary.” We are not persuaded by your response. Therefore, please provide a legal analysis
    as to why your sales of NFTs did not involve the offer and sale of securities within the meaning of Section 2(a)(1) of the Securities
    Act.

Section
2(a)(1) of the Securities Act defines a ‘security’ as “any note, stock, treasury stock, security future, security-based
swap, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust
certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate
of deposit for a security…or, in general, any interest or instrument commonly known as a ‘security.’”1

The
Commission has taken the position that many digital assets are securities under the Securities Act and the Exchange Act because they
are investment contracts. NFTs (non-fungible tokens) are unique digital assets that, unlike cryptocurrency tokens, cannot be exchanged
for one another. They provide an immutable record of ownership of the digital asset through its recordation on a blockchain. The Company
offered NFTs for sale as an add-on to the purchase of certain collectibles by offering a digital representation of the purchased collectible.
NFTs were a small part of the Company’s business model in 2021, and are no longer offered by the Company. Only $975 in revenue
was generated in total from the Company’s sale of NFTs.2

1
Securities Act of 1933 §2(a)(1).

2
See Exhibit A - NFT sales records.

Beginning
with the Supreme Court case SEC v. W.J. Howey Company,3 federal courts and the Commission have defined investment
contracts to include a contract, transaction or scheme that meets all four of the following elements: (1) an investment of money, (2)
in a common enterprise, (3) with the reasonable expectation of profits (4) solely (or, according to the lower courts, primarily)4
form the efforts of others (the “Howey test”). In addition to this Howey test, in 2019 the SEC Strategic Hub
for Innovation and Financial Technology released the “Framework for ‘Investment Contract’ Analysis of Digital Assets”
(the “Framework”)5 which provides a detailed framework for the analysis of the status of digital assets.

The
Commission has taken the position that the investment does not have to be in the form of “money”, but can be “any specific
consideration in return for a separate financial interest with the characteristics of a security.”6 The first factor
of the Howey test is typically satisfied in an offer and sale of a digital asset because the digital asset is purchased or otherwise
acquired in exchange for value, whether in the form of fiat currency or another digital asset as consideration.7 The Company’s
sale of NFTs was made through credit card purchase using fiat currency, and clearly meets the requirement of an investment of money.

The
second factor of the Howey Test requires a common enterprise. Most courts have interpreted this to require horizontal commonality,
involving a pooling of assets from multiple investors all sharing in the profits and risks of the enterprise.8 Some courts
have held that vertical commonality is sufficient to find a common enterprise, where the investor’s fortunes are tied to the issuer’s
success rather than that of similarly situated investors.9 NFTs are unique digital assets, and the value of NFTs issued
by the Company are not tied to those of other Company NFT purchasers. There is no prorata sharing of profits and losses, nor is
there a required pooling of investor assets found in cases of horizontal commonality. Similarly, the value of the Company NFTs held by
investors is not tied to the profits of the Company, but rather the underlying market in the tangible collectibles represented by the
NFT. Therefore, there is no vertical commonality among the Company and purchasers of its NFTs.

3
SEC v. W.J. Howey Co., 328 U.S. 293 (1946).

4
SEC v. Glenn Turner, 474 F.2d 476, 482 (9th Cir. 1973), cert. denied 414 U.S. 821 (1973); “[T]he word ‘solely’
should not be construed as a literal limitation; rather, we ‘consider whether, under all the circumstances, the scheme was being
promoted primarily as an investment or as a means whereby participants could pool their own activities, their money and the promoter’s
contribution in a meaningful way’.” United States v. Leonard, 529 F.3d 83, 88 (2d Cir. 2008)(quoting SEC v. Aqua-Sonic
Prods Corp., 687 F. 2d 577, 582 (2d Cir. 1982) .

5
“ Framework for ‘Investment Contract’ Analysis of Digital Assets”, SEC Strategic Hub for Innovation and
Financial Technology (April 3, 2019), available at https://www.sec.gov/corpfin/framework-investment-contract-analysis-digital-assets
last accessed March 1, 2022.

6
International Brotherhood of Teamsters v. Daniel, 439 U.S. 551, 559 (1979).

7
“Framework for ‘Investment Contract’ Analysis of Digital Assets”, SEC Strategic Hub for Innovation and
Financial Technology (April 3, 2019), available at https://www.sec.gov/corpfin/framework-investment-contract-analysis-digital-assets.

8
See, e.g., Revak v. SEC Realty Group, 18 F.3d 81 (2d Cir. 1994).

9
See, e.g., Long v. Schultz Cattle Co., 881 F.2d 129 (5th Cir. 1989).

The
reasonable expectation of profit is the third factor under the Howey test. It is fair to say that while there can be variety of
reasons why a purchaser would want to acquire the underlying tangible collectible, and its digital representation in the form of a NFT,
the collectible market is driven by investors seeking profits in the secondary market.10 However, the Howey test
requires those profits to be primarily derived from the efforts of others. “Price appreciation resulting solely from external market
forces (such as general inflationary trends or the economy) impacting the supply and demand for an underlying asset generally is not
considered ‘profit’ under the Howey test.”11 In the case of the Company’s NFTs, they are
minted and issued by the Company to purchasers of the underlying tangible collectible. Therefore value of the NFT is tied directly to
the market for the underlying tangible collectible, and the NFT acts as a record of authenticity and ownership of the underlying tangible
collectible.

The
Company’s brief and limited program of issuing NFTs reflects a digital asset that links the “digital twin” of the underlying
tangible collectible to the record of ownership on the public blockchain. As set out in the Company’s FAQs relating to NFTs, “By
buying [a Company] NFT, collectors assume complete ownership of the unique, original item. The Record is stored onto the blockchain and
publicly displays your proof of ownership. For passionate collectors, this verifies authenticity and originality. NFTs are also a great
way to protect your investments. Collectors and fans can digitize their collectibles and memorialize them indefinitely, without the natural
wear-and-tear that comes with physical items.”12

The
Company’s sale of NFTs does not evidence a common interest among purchasers of the Company’s NFTs (such as a pooling of assets
or a prorata sharing of Company profits) or between the purchaser of the NFTs and the Company. Further, the value of the Company’s
NFTs are not solely or primarily based upon the efforts of the Company, but rather is driven by external market forces affecting the
value of the underlying collectibles. Therefore, the Company’s NFTs are not “investment contracts” under the Howey
test and should not be considered “securities” within the meaning of §2(a)(1) of the Securities Act of 1933.

    5.

    We
    note your response to comment 16. Please amend your filing to include a risk factor describing the risks, if any, related to the
    potential sales of shares by Selling Shareholders pursuant to your S-1 effective October 4, 2021, after your change in business and
    prior to the filing of the relevant 10-Q describing this change.

Please
see the additional risk factor at page 11 of the Further Amended Filing.

    6.

    We
    note your response to comment 15. Please amend your disclosure to affirmatively state whether you have enough cash to fund your operations
    for the next twelve months, and if not, whether you will need to raise additional funds. In addition, please affirmatively disclose
    in your filing your plan of operations for the next twelve months, the milestones you intend to reach and the timing thereof, the
    steps you will take to achieve each milestone, and the funds required to reach each milestone.

Please
see the amended disclosure at pages 1 and 3 of the Further Amended Filing.

If
you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact
me at (214) 978 3095 or Christopher Lapp at (202) 835-6251.

    Very
    truly yours,

    Roger
    W. Bivans

    cc:
    Scott
    Kaufman

10
                                            “The main issue in analyzing a digital asset under the Howey test is whether
                                            a purchaser has a reasonable expectation of profits (or other financial returns) derived
                                            from the efforts of others. A purchaser may expect to realize a return through participating
                                            in distributions or through other methods of realizing appreciation on the asset, such as
                                            selling at a gain in the secondary market.” “Framework for ‘Investment
                                            Contract’ Analysis of Digital Assets”, SEC Strategic Hub for Innovation and Financial
                                            Technology (April 3, 2019), available at https://www.sec.gov/corpfin/framework-investment-contract-analysis-digital-assets.

11
Id.

12
See Exhibit B - Company FAQs relating to NFTs

Exhibit
A

    Type
    Date
    Num
    Name
    Memo
    Split
    Amount

    400500 · NFT
    Sales

    Sales Receipt
    06/02/2021
    #18529
    Wizard World Vault
    2D NFT ADD-ON
    120050 · Undeposited Funds
      75.00

    Credit Memo
    06/02/2021
    #18529
    Wizard World Vault
    2D NFT ADD-ON
    120009 · AR - Misc
      -75.00

    Sales Receipt
    06/03/2021
    #18542
    Wizard World Vault
    2D NFT ADD-ON
    120050 · Undeposited Funds
      225.00

    Sales Receipt
    06/03/2021
    #18543
    Wizard World Vault
    2D NFT ADD-ON
    120050 · Undeposited Funds
      75.00

    Sales Receipt
    06/03/2021
    #18560
    Wizard World Vault
    2D NFT ADD-ON
    120050 · Undeposited Funds
      75.00

    Sales Receipt
    06/05/2021
    #18593
    2020 Events:20.06.15 Harry Potter
    2D NFT ADD-ON
    120050 · Undeposited Funds
      75.00

    Sales Receipt
    06/27/2021
    #18848
    2020 Events:20.07.09 Supergirl
    NFT ADD-ON
    120050 · Undeposited Funds
      125.00

    Sales Receipt
    06/27/2021
    #18849
    2020 Events:20.07.09 Supergirl
    NFT ADD-ON
    120050 · Undeposited Funds
      75.00

    Sales Receipt
    06/27/2021
    #18850
    2020 Events:20.07.09 Supergirl
    NFT ADD-ON
    120050 · Undeposited Funds
      75.00

    Sales Receipt
    07/13/2021
    #19337
    Wizard World Vault
    NFT ADD-ON
    120050 · Undeposited Funds
      125.00

    Sales Receipt
    09/13/2021
    #20470
    Wizard World Vault
    NFT ADD-ON
    120050 · Undeposited Funds
      125.00

    Total 400500 · NFT Sales

      975.00

    TOTAL

      975.00

Exhibit
B

What
is an NFT?

An
NFT (Non-Fungible Token) is a digital asset of a physical object.

In
other words, NFTs are digital representations, or “tokens,” of physical objects, such as paintings, art, posters, books,
collectibles, etc. NFTs are unique in nature and, therefore, cannot be replaced by another identical item, meaning it is not “fungible.”

Being
an NFT owner, means that you have full ownership over your digital representation, or “token,” and no other item of the exact
kind will exist.

Why
buy an NFT?

With
traditional, physical collectibles, whether it be baseball cards, comic books or memorabilia, having the original item is special. NFTs
create that space for collectors digitally.

By
buy

United States securities and exchange commission logo
April 8, 2022
Scott Kaufman
Chief Executive Officer
Creek Road Miners, Inc.
2700 Homestead Road
Park City, UT 84098
Re:Creek Road Miners, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed March 11, 2022
File No. 333-262304
Dear Mr. Kaufman:
            We have reviewed your amended registration statement 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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 23, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary, page 1
1.We note your response to comment 2, including that "[t]o the extent the Company
expands its mining operations to include additional crypto assets, it will evaluate the
financial merits of such crypto assets based on a number of factors, including the
anticipated profitability and price stability of such crypto assets and the Company’s
determination as to whether such assets constitute securities as defined in Section 2(a)(1)
of the Securities Act."  Please amend the disclosure in your filing to clarify that you may
consider expanding your mining operations to additional crypto assets in the future, and to
describe the factors you will consider in making this decision.  As a related matter, we
note your amended disclosure that "we may sell the Bitcoin we mine as necessary for

 FirstName LastNameScott Kaufman
 Comapany NameCreek Road Miners, Inc.
 April 8, 2022 Page 2
 FirstName LastName
Scott Kaufman
Creek Road Miners, Inc.
April 8, 2022
Page 2
operations or as dictated by market conditions."  Please amend your disclosure to provide
additional detail describing the operational and market conditions under which you would
sell your Bitcoin. Relatedly, we note that your disclosure that you intend to hold your
mined Bitcoin appears contradictory to your statement that you intend to pay your
remaining commitments of approximately $4.4 million monthly from the sale of Bitcoin
or with earned Bitcoin; please advise or revise.
Strategic Initiatives, page 3
2.We note your response to comment 9 describing your plans to acquire oil and gas
producing assets in 2022.  Please amend the disclosure in your filing to include the
substance of your response.
Risk Factors
"Bitcoin has forked multiple times . . .", page 17
3.We note your amended disclosure in response to comment 10, but it was not completely
responsive to our comment.  Please describe the risks, if any, related to airdrops, or tell us
why you do not believe you are required to do so.
General
4.We note your response to comment 14, including that "[a]s the Company no longer has an
NFT business, it does not believe a legal analysis relating thereto is necessary."  We are
not persuaded by your response.  Therefore, please provide a legal analysis as to why your
sales of NFTs did not involve the offer and sale of securities within the meaning of
Section 2(a)(1) of the Securities Act.
5.We note your response to comment 16.  Please amend your filing to include a risk factor
describing the risks, if any, related to the potential sales of shares by Selling Shareholders
pursuant to your S-1 effective October 4, 2021, after your change in business and prior to
the filing of the relevant 10-Q describing this change.
6.We note your response to comment 15.  Please amend your disclosure to affirmatively
state whether you have enough cash to fund your operations for the next twelve months,
and if not, whether you will need to raise additional funds. In addition, please
affirmatively disclose in your filing your plan of operations for the next twelve months,
the milestones you intend to reach and the timing thereof, the steps you will take to
achieve each milestone, and the funds required to reach each milestone.

 FirstName LastNameScott Kaufman
 Comapany NameCreek Road Miners, Inc.
 April 8, 2022 Page 3
 FirstName LastName
Scott Kaufman
Creek Road Miners, Inc.
April 8, 2022
Page 3
            Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at (202) 551-
3222 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Roger W. Bivans

CORRESP
1
filename1.htm

March
11, 2022

VIA
EDGAR AND COURIER DELIVERY

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Katherine Bagley and
Lilyanna Peyser

Re:
Creek Road Miners, Inc.

Registration Statement on Form S-1

Filed January 24, 2022

File No. 333-262304

Ladies
and Gentlemen:

On
behalf of our client, Creek Road Miners, Inc.. (the “Company”), we are submitting this letter in response to comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter
dated February 23, 2022 relating to the above-referenced Registration Statement on Form S-1 (the “Initial Filing”). The Company
is concurrently submitting an amended Registration Statement on Form S-1/A (the “Amended Filing”). For the Staff’s
reference, we are providing to the Staff by courier delivery copies of this letter and a copy of the Amended Filing marked to show all
changes from the Initial Filing.

For
the Staff’s convenience, the Staff’s comments have been stated below in their entirety in bold, followed by the corresponding
responses from the Company. Except for any page references appearing in the headings or the Staff’s comments (which are references
to the Initial Filing), all page references herein correspond to the pages of the Amended Filing. Capitalized terms used but not defined
in this letter have the meanings ascribed to such terms in the Amended Filing.

2022
Mining Equipment, page 1

 1. We
                                            note your disclosure that you “had deposits for an additional 1,140 miners with 135.3
                                            Ph/s hashing capacity to be delivered in 2022.” Please disclose the amount of your
                                            capital commitments for these miners, your source of financing for these miners, and when
                                            in 2022 you plan to receive the miners. If you have other capital commitments in the next
                                            12 months, please provide similar disclosure with respect to those commitments. In this regard,
                                            we note your disclosure elsewhere that “[f]or the nine months ended September 30, 2021,
                                            we incurred a net loss of $4,924,157,” and “[a]s of September 30, 2021, we had
                                            an accumulated deficit of $3,022,442.”

During
the year ended December 31, 2021, the Company entered into purchase agreements with mining equipment suppliers for the acquisition of
the mining equipment to be shipped and delivered during fiscal year 2022. Of the 1,140 miners, 270 Bitmain S19 miners are expected to
be delivered in March 2022, 270 Bitmain S19J Pro miners are expected to be delivered in May 2022 and 600 Bitmain S19XP are expected to
be delivered from July through December 2022.

The
purchase commitments for the above miners total approximately $11.5 million, of which $7,089,000 was paid as a deposit during the year
ending December 31. 2021. The remaining commitments of approximately $4.4 million are anticipated to be paid monthly from the proceeds
of the sale of earned Bitcoin during the year ending December 31, 2022 or, if necessary or advisable, with earned Bitcoin to the extent
that if the vendor accepts Bitcoin as a form of payment or from additional capital raising, which may be debt or equity, or a combination
thereof pursuant to a private or public offering, with the last payment scheduled to occur on November 10, 2022.

Prospectus
Summary, page 1

 2. We
                                            note your disclosure that “[w]e currently generate substantially all our revenue through
                                            cryptocurrency we earn through our mining activities, which we may strategically hold or
                                            sell at beneficial prices and times.” Please affirmatively identify all of the crypto
                                            assets that you currently mine, and indicate whether you have the intention of mining any
                                            other crypto assets in the foreseeable future. Provide a detailed discussion of the extent
                                            to which and your policy regarding whether you hold rewards from you mining activities for
                                            investment, or sell them for fiat currency, other crypto assets, or otherwise (and why).
                                            In your discussion, please describe circumstances that may cause it to be beneficial for
                                            you to hold versus sell your rewards. In doing so, affirmatively identify any crypto assets
                                            that you have acquired other than through mining, and explain why you acquired those assets
                                            and your policy for holding or selling these assets.

The
Company exclusively mines and holds Bitcoin, and does not have the intention of mining any other crypto assets in the near future. The
Company currently plans to hold its mined Bitcoin through at least the next halving event; provided, however, that the Company may sell
its Bitcoin as necessary for operations or as dictated by market conditions.

To
the extent the Company expands its mining operations to include additional crypto assets, it will evaluate the financial merits of such
crypto assets based on a number of factors, including the anticipated profitability and price stability of such crypto assets and the
Company’s determination as to whether such assets constitute securities as defined in Section
2(a)(1) of the Securities Act pursuant to the analysis outlined below in response to comment 7.

 3. We
                                            note your disclosure that “[b]y directing income from oil and excess natural gas sales
                                            to cover operating expenses we will have the opportunity to maintain treasury status of our
                                            diverse cryptocurrency portfolio.” Please clarify what is meant by “treasury
                                            status,” and your reference to your “diverse” cryptocurrency portfolio.
                                            In this regard, it appears that your current and future cryptocurrency mining activities
                                            relate solely to Bitcoin. As a related matter, if you intend to create a portfolio of digital
                                            assets through participation in offerings and secondary market purchases, please disclose
                                            the process and framework that you use or will use to determine which digital assets to add
                                            to your portfolio.

“Treasury
status” refers to the holding of crypto assets mined by the Company in lieu of selling such assets for fiat currency. The Amended
Filing clarifies what was meant by “treasury status.”

The
Amended Filing removes references to a “diverse” cryptocurrency portfolio and confirms the Company’s intention to focus
on the mining of Bitcoin for the foreseeable future. The Company does not intend to create a portfolio
of digital assets through participation in offerings and secondary market purchases. The Company intends to re-evaluate its policy in
2023 based on prevailing market conditions, among other factors.

 4. We
                                            note your disclosure that “[t]he Company continues to operate an eCommerce site selling
                                            pop culture memorabilia.” Please disclose the portion of your revenue derived from
                                            your ecommerce sales compared to your cryptocurrency mining revenue for the periods presented
                                            in your filing, as well as your future intentions regarding your eCommerce site.

Based
on unaudited financial results for the fourth quarter of 2021, we estimate that eCommerce operations accounted for $75,470, or approximately
16.9%, of the Company’s revenue during such quarter. Further based on such unaudited results, we estimate that cryptocurrency mining
accounted for $369,804, or approximately 83.1%, of the Company’s revenue during such quarter. We note that the Company’s
mining operations began on October 24, 2021.

With
respect to the financial statements included in the Form 10-Q for the quarter ending September 30, 2021, the Company’s eCommerce
operations are included under the “Vault” heading at Note 3 of Item 1, and accounted for $362,303 in revenue for the nine
months ended September 30, 2021. The Company has divested itself of the assets relating to the “Virtual” and “Jevo”
revenue identified in the Form 10-Q for the quarter ended September 30, 2021.

The
Company will evaluate whether to continue its eCommerce operations in 2022 and, if such decision is made, will reflect the eCommerce
operations as held for sale from and after the date such decision is made and, to the extent required by ASC 205-20, will revise financial
statements incorporated by reference into the registration statement for retrospective reclassification of all prior periods.

 5. Please
describe your storage and custodial practices, and include specific and detailed risk factor disclosure describing the risks associated
with your custody practices for crypto assets.

Please
see amended disclosure at page [●] of the Amended Filing. The Company holds its crypto assets in cold storage with the private
keys stored in the possession of certain of the Company’s officers.

 6. Please
                                            provide us with your legal analysis regarding whether your acquisition and strategic holding
                                            of digital assets may require you to register as an investment company under the Investment
                                            Company Act of 1940.

The
Company evaluates its status as an investment company under the relevant provisions of the Investment Company Act of 1940 (the “Investment
Company Act”). As defined in the Investment Company Act, an investment company is an entity that

  “(A) is
                                            or holds itself out as being engaged primarily, or proposes to engage primarily, in the business
                                            of investing, reinvesting, or trading in securities;

 (B) is
                                            engaged or proposes to engage in the business of issuing face-amount certificates of the
                                            installment type, or has been engaged in such business and has any such certificate outstanding;
                                            or

 (C) is
                                            engaged or proposes to engage in the business of investing, reinvesting, owning, holding,
                                            or trading in securities, and owns or proposes to acquire investment securities having a
                                            value exceeding 40 per centum of the value of such issuer’s total assets (exclusive
                                            of Government securities and cash items) on an unconsolidated basis.”

As
discussed in the response to comment 7 below, the Company does not expect that its digital asset holdings will be categorized as “securities”
under the federal securities laws. Accordingly, the Company does not expect that its digital asset activities would constitute “holding
itself out as being engaged primarily […] in the business of investing, reinvesting, or trading in securities”. The Company
also does not issue face-amount certificates. Finally, the Company does not expect to own or “acquire investment securities having
a value exceeding 40 per centum of the value of such issuer’s total assets (exclusive of Govern securities and cash items) on an
unconsolidated basis.” “Investment securities” are defined as “all securities except (A) Government securities,
(B) securities issued by employees’ securities companies, and (C) securities issued by majority-owned subsidiaries of the owner
which (i) are not investment companies, and (ii) are not relying on the exception from the definition of investment company in [section
3(c)(1) or (7) of the Investment Company Act].” While the Company does own the securities of its three subsidiaries, they are each
majority-owned by the Company and are not themselves investment companies or rely on the exceptions from investment company status contained
in section 3(c)(1) or (7) of the Investment Company Act; as a result, their securities should not constitute “investment securities.”
Nor does the Company otherwise own assets that should count towards the investment company test. As of December 31, 2021, the assets
of the Company and its subsidiaries (excluding cash items) were primarily comprised of mining equipment deposits, and the Company held
no investment securities. Because the Company does not expect that Bitcoin digital assets would be characterized as investment securities,
future holdings of Bitcoin digital assets, whether at the Company or the subsidiary level, should not trigger registration of the Company
under the Investment Company Act.

 7. Provide
                                            a detailed description of the policy and framework that you use to determine whether any
                                            crypto assets that you mine, hold, or otherwise acquire are securities as defined in Section
                                            2(a)(1) of the Securities Act. Address the specific risks inherent in your policy and framework
                                            for determining that crypto assets you mine, hold, or otherwise acquire, and may hold or
                                            acquire in the future (whether through mining activities, transactions involving crypto assets,
                                            or otherwise) are not securities. Finally, describe the limitations of any policy and framework
                                            you have in this regard, and state that these are risk-based judgments by the company and
                                            are not a legal standard or determination binding on any regulatory body.

The
Company determines whether a digital asset is a security by determining whether the asset comes within any definition of “security”
under the relevant federal securities laws. The definition of “security” in the Securities Act of 1933, as amended (the “Securities
Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”) are substantially the same. Both definitions contain
a “catchall” provision for “investment contracts”. The Commission has taken the position that many digital assets
are securities under the Securities Act and the Exchange Act because they are investment contracts. Beginning with the Supreme Court
case SEC v. W.J. Howey Company,1
federal courts and the Commission have defined investment contracts to include a contract, transaction
or scheme that meets all four of the following elements: (1) an investment of money, (2) in a common enterprise, (3) with the reasonable
expectation of profits (4) solely (or, according to the lower courts, primarily)2 form
the efforts of others (the “Howey test”). In addition to this Howey test, in 2019 the SEC Strategic Hub for Innovation
and Financial Technology released the “Framework for ‘Investment Contract’ Analysis of Digital Assets” (the “Framework”)3
which pro

United States securities and exchange commission logo
February 23, 2022
Scott Kaufman
Chief Executive Officer
Creek Road Miners, Inc.
2700 Homestead Road
Park City, UT 84098
Re:Creek Road Miners, Inc.
Registration Statement on Form S-1
Filed January 24, 2022
File No. 333-262304
Dear Mr. Kaufman:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed January 24, 2022
Mining Equipment, page 1
1.We note your disclosure that you "had deposits for an additional 1,140 miners with 135.3
Ph/s hashing capacity to be delivered in 2022."  Please disclose the amount of your capital
commitments for these miners, your source of financing for these miners, and when in
2022 you plan to receive the miners.  If you have other capital commitments in the next 12
months, please provide similar disclosure with respect to those commitments. In this
regard, we note your disclosure elsewhere that "[f]or the nine months ended September
30, 2021, we incurred a net loss of $4,924,157," and "[a]s of September 30, 2021, we had
an accumulated deficit of $3,022,442."

 FirstName LastNameScott Kaufman
 Comapany NameCreek Road Miners, Inc.
 February 23, 2022 Page 2
 FirstName LastName
Scott Kaufman
Creek Road Miners, Inc.
February 23, 2022
Page 2
Prospectus Summary, page 1
2.We note your disclosure that "[w]e currently generate substantially all our revenue
through cryptocurrency we earn through our mining activities, which we may strategically
hold or sell at beneficial prices and times." Please affirmatively identify all of the crypto
assets that you currently mine, and indicate whether you have the intention of mining any
other crypto assets in the foreseeable future.  Provide a detailed discussion of the extent to
which and your policy regarding whether you hold rewards from you mining activities for
investment, or sell them for fiat currency, other crypto assets, or otherwise (and why).  In
your discussion, please describe circumstances that may cause it to be beneficial for you
to hold versus sell your rewards. In doing so, affirmatively identify any crypto assets that
you have acquired other than through mining, and explain why you acquired those assets
and your policy for holding or selling these assets.
3.We note your disclosure that "[b]y directing income from oil and excess natural gas sales
to cover operating expenses we will have the opportunity to maintain treasury status of
our diverse cryptocurrency portfolio."  Please clarify what is meant by "treasury status,"
and your reference to your "diverse" cryptocurrency portfolio.  In this regard, it appears
that your current and future cryptocurrency mining activities relate solely to Bitcoin.  As a
related matter, if you intend to create a portfolio of digital assets through participation in
offerings and secondary market purchases, please disclose the process and framework that
you use or will use to determine which digital assets to add to your portfolio.
4.We note your disclosure that "[t]he Company continues to operate an eCommerce site
selling pop culture memorabilia."  Please disclose the portion of your revenue derived
from your ecommerce sales compared to your cryptocurrency mining revenue for the
periods presented in your filing, as well as your future intentions regarding your
eCommerce site.
5.Please describe your storage and custodial practices, and include specific and detailed risk
factor disclosure describing the risks associated with your custody practices for crypto
assets.
6.Please provide us with your legal analysis regarding whether your acquisition and
strategic holding of digital assets may require you to register as an investment company
under the Investment Company Act of 1940.
7.Provide a detailed description of the policy and framework that you use to determine
whether any crypto assets that you mine, hold, or otherwise acquire are securities as
defined in Section 2(a)(1) of the Securities Act.  Address the specific risks inherent in
your policy and framework for determining that crypto assets you mine, hold, or otherwise
acquire, and may hold or acquire in the future (whether through mining activities,
transactions involving crypto assets, or otherwise) are not securities.  Finally, describe the
limitations of any policy and framework you have in this regard, and state that these are
risk-based judgments by the company and are not a legal standard or determination

 FirstName LastNameScott Kaufman
 Comapany NameCreek Road Miners, Inc.
 February 23, 2022 Page 3
 FirstName LastNameScott Kaufman
Creek Road Miners, Inc.
February 23, 2022
Page 3
binding on any regulatory body.
Government Regulation, page 2
8.We note your disclosure that "[c]ryptocurrency is increasingly becoming subject to
governmental regulation, both in the U.S. and internationally," "[s]tate and local
regulations also may apply to our activities and other activities in which we may
participate in the future," and "[n]umerous regulatory bodies have shown an interest in
regulating blockchain or cryptocurrency activities."  Here and in your risk factor
disclosure on page 10, please enhance your disclosure to provide a more detailed
discussion of the laws and regulations that may affect your mining activities, and the
effects and potential effects of the relevant laws and regulations and changing regulatory
environment on your business and operations.
Strategic Initiatives, page 3
9.We note your disclosure that you "seek to own multiple oil and natural gas producing
assets, utilize the natural gas to power environmentally friendly, state of the art
cryptocurrency mining facilities."  Please clarify the status of your search for and
acquisition of these oil and gas producing assets, including when you expect to acquire the
same, the costs associated with acquiring these assets, and how you intend to fund these
acquisitions.
Risk Factors, page 6
10.Please amend your risk factor disclosure to include risks related to the volatility,
fragmentation, potential for manipulation and general lack of regulation of the secondary
markets in which digital assets trade, and the resulting liquidity, valuation and earnings
challenges.  Please also discuss any risks and challenges created by events on the
underlying blockchain, such as forks and airdrops.
11.We note that your risk factors address the risks related to Bitcoin.  Please amend your risk
factor disclosure to discuss the risks, if any, related to any other crypto assets you mine
and/or hold.  Alternatively, please tell us why you believe you are not required to provide
this disclosure.
"Bitcoin is subject to halving . . .", page 7
12.Please amend your disclosure to describe the steps you have taken, if any, to mitigate the
risks related to halving.
General
13.We note that you incorporate information by reference into your registration statement.
Since you have not yet filed your Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, you are not eligible to incorporate by reference. See General
Instruction VII.C to Form S-1. Please amend the registration statement to include all of

 FirstName LastNameScott Kaufman
 Comapany NameCreek Road Miners, Inc.
 February 23, 2022 Page 4
 FirstName LastName
Scott Kaufman
Creek Road Miners, Inc.
February 23, 2022
Page 4
the disclosure required by Form S-1, or, in the alternative, file your Annual Report on
Form 10-K for the fiscal year ended December 31, 2020, and update this section
accordingly.
14.We note your reference to non-fungible tokens in your 10-Q for the period ended
September 30, 2021.  Please amend your disclosure to explain the role, if any, of NFTs in
your current business model.  Please also provide a legal analysis as to why your NFT
business does not involve the offer and sale of securities within the meaning of Section
2(a)(1) of the Securities Act.  Your analysis should address not only the NFTs themselves
but also the program through which the NFTs are being issued.
15.Please disclose whether the company has enough cash to fund its operations for the next
twelve months, and if not, whether the company will need to raise additional funds. Please
refer to Item 303(a) of Regulation S-K. In addition, please disclose your plan of
operations for the next twelve months, the milestones you intend to reach and the timing
thereof, the steps you will take to achieve each milestone, and the funds required to reach
each milestone.
16.We note that you have filed an S-1 registration statement that was taken effective on
October 4, 2021.  This filing appears to have been taken effective prior to your change in
business from live events to cryptocurrency mining.  Please tell us whether you have made
any sales pursuant to this registration statement on or after the date that you discontinued
your legacy operations and began mining operations.  Please also tell us whether you
intend to amend this registration statement via post-effective amendment to describe your
current business rather than your legacy business.
17.In an appropriate place, please discuss the "key contracts and business relationships" on
which you rely, as well as the terms of your material agreements.  Please file your
material agreements as exhibits.
18.On pages 7 and 11, where you discuss the "substantial control" that insiders hold, please
identify the insiders and their individual and aggregate holdings in the company (both
currently and assuming that the offering is fully subscribed).  Please also provide this
disclosure on the prospectus cover page and in the Prospectus Summary.

 FirstName LastNameScott Kaufman
 Comapany NameCreek Road Miners, Inc.
 February 23, 2022 Page 5
 FirstName LastName
Scott Kaufman
Creek Road Miners, Inc.
February 23, 2022
Page 5
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at (202) 551-3222
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Roger W. Bivans

CORRESP
1
filename1.htm

September
30, 2021

VIA
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Judiciary Plaza

Washington, D.C. 20549

    Attn:
    Jacqueline
    Kaufman, Staff Attorney

    Re:
    Creek
    Road Miners, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-259729

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Creek Road Miners, Inc. (the “Company”) hereby requests
that the Securities and Exchange Commission (the “Commission”) accelerate the effectiveness of the above-referenced
Registration Statement to 4:00 p.m., Eastern Time, on Monday, October 4, 2021, or as soon thereafter as practicable or at such later
time as the Company may orally request via telephone call to the staff of the Commission.

Thank
you for your assistance. Should you have any questions, please contact Steven D. Pidgeon of DLA Piper LLP (US) at (480) 606-5124.

Very
truly yours,

    Creek
    Road Miners, Inc.

    By:
    /s/
    Scott D. Kaufman

    Scott
    D. Kaufman

    Chief
    Executive Officer

    cc:
    Steven
    D. Pidgeon, Esq.

United States securities and exchange commission logo
September 29, 2021
Scott D. Kaufman
Chief Executive Officer
Creek Road Miners, Inc.
2700 Homestead Road
Park City, UT 84098
Re:Creek Road Miners, Inc.
Registration Statement on Form S-1
Filed September 22, 2021
File No. 333-259729
Dear Mr. Kaufman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jacqueline Kaufman at 202-551-3797 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Steven D. Pidgeon

CORRESP
1
filename1.htm

August
6, 2021

VIA
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Judiciary Plaza

Washington, D.C. 20549

    Attn:
    Jacqueline
    Kaufman, Staff Attorney

    Erin
    Jaskot, Legal Branch Chief

    Re:
    Creek
    Road Miners, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-255445

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Creek Road Miners, Inc. (the “Company”) hereby requests
that the Securities and Exchange Commission (the “Commission”) accelerate the effectiveness of the above-referenced
Registration Statement to 4:00 p.m., Eastern Time, on Tuesday, August 10, 2021, or as soon thereafter as practicable or at such later
time as the Company may orally request via telephone call to the staff of the Commission.

Thank
you for your assistance. Should you have any questions, please contact Steven D. Pidgeon of DLA Piper LLP (US) at (480) 606-5124.

Very
truly yours,

    Creek
    Road Miners, Inc.

    By:
    /s/
    Scott D. Kaufman

    Scott
    D. Kaufman

    Chief
    Executive Officer

    cc:
    Steven
    D. Pidgeon, Esq.

CORRESP
1
filename1.htm

    DLA
    Piper LLP (US)

    2525
    East Camelback Road

    Esplanade
    II Suite 1000

    Phoenix,
    AZ 85016-4232

    www.dlapiper.com

    Steven
    D. Pidgeon

    steven.pidgeon@dlapiper.com

    T
    480.606.5124

    F
    480.606.5524

July 26, 2021

VIA
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Judiciary Plaza

Washington, D.C. 20549

    Attention:

    Jacqueline
    Kaufman, Staff Attorney

    Erin
    Jaskot, Legal Branch Chief

    Re:
    Creek
    Road Miners, Inc.

    Amendment
    No. 2 to Registration Statement on Form S-1

    Filed
    June 10, 2021

    File
    No. 333-255445

Dear
Ms. Kaufman:

This
letter is submitted on behalf of Creek Road Miners, Inc. (f/k/a Wizard Brands, Inc.) (the “Company”) in response to
the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) with respect to the Company’s Amendment No. 2 to the Registration Statement on Form S-1 filed
on June 10, 2021 (the “Registration Statement”), as set forth in your letter dated June 24, 2021 addressed to Scott
D. Kaufman, Chief Executive Officer of the Company (the “Comment Letter”). The Company is concurrently filing pre-effective
Amendment No. 3 to the Registration Statement (“Amendment No. 3”), which includes changes that reflect responses to
the Staff’s comments.

The
responses provided herein are based upon information provided to DLA Piper LLP (US) by the Company. For reference purposes, the text
of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized
the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the Company’s responses refer
to Amendment No. 3. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 3.

General

    1.
    We note your response to our prior comment one; however, we are unable to agree that this is a resale transaction. Since you are not eligible to conduct a primary offering on Form S-3 in reliance on General Instruction I.B.1 of Form S-3, you are ineligible to conduct a primary at-the-market offering. Please name the investor as an underwriter and disclose the price at which it will sell the shares of common stock.

United
States Securities and Exchange Commission

July 26, 2021

Page 2

Response:
The Company acknowledges the Staff’s comment and while it believes that the offering is a valid secondary offering, the Company
has decided to significantly reduce the size of the offering to 1,000,000 shares of common stock, which constitute less than 33% of the
Company’s shares of common stock outstanding on May 14, 2021. According to the Company’s most recent Form 10-Q filed with
the Commission, on May 14, 2021, the Company had 3,506,752 shares of common stock issued and outstanding.

The
Company notes that the number of shares involved is only one factor set forth in Securities Act Rules Compliance and Disclosure Interpretations
(“C&DI”) 612.09 to be considered by the Staff in applying Rule 415 with respect to determining whether a purported
secondary offering is really a primary offering. As previously discussed in letters filed with the Commission on May 19, 2021 and June
10, 2021 in response to comments from the Staff (the “Prior Response Letters”), the Staff has indicated, in C&DIs
612.12 and 216.14 that, unless the facts and circumstances indicate that an underwriting relationship exists, secondary sales may be
made under Rule 415(a)(1)(i) even when the shares registered for resale consist of shares held by affiliates or control persons, and
such persons own more than 50% of the issuer’s securities.

These
interpretive positions show that the number of securities offered is not the determinative factor when considering whether an offering
is properly characterized as a secondary offering. In fact, these interpretative positions illustrate that the number of securities being
registered is only relevant where the other facts “clearly indicate” that the offering is in reality a disguised primary
offering. Here, other facts with regard to the Company, as discussed in the Prior Response Letters, indicate that the offering is appropriately
characterized as a secondary offering.

Therefore,
after consideration of the reduction in shares registered, in addition to all of the factors described in the Prior Response Letters,
which are incorporated herein by reference, the Company believes that the offering is a valid secondary offering under Rule 415(a)(1)(i).

[Signature
page immediately follows.]

United
States Securities and Exchange Commission

July 26, 2021

Page 3

If
you have any questions regarding the foregoing responses or otherwise, please do not hesitate to call me at (480) 606-5124.

    Sincerely,

    DLA
    Piper LLP (US)

    /s/
    Steven D. Pidgeon

    Steven
    D. Pidgeon

    Partner

United States securities and exchange commission logo
June 24, 2021
Scott D. Kaufman
Chief Executive Officer
Wizard Brands, Inc.
2700 Homestead Road
Park City, UT 84098
Re:Wizard Brands, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed June 10, 2021
File No. 333-255445
Dear Mr. Kaufman:
            We have reviewed your amended registration statement 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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 1, 2021 letter.
Amendment No. 2 to Form S-1 filed June 10, 2021
General
1.We note your response to our prior comment one; however, we are unable to agree that
this is a resale transaction.  Since you are not eligible to conduct a primary offering on
Form S-3 in reliance on General Instruction I.B.1 of Form S-3, you are ineligible to
conduct a primary at-the-market offering.  Please name the investor as an underwriter and
disclose the price at which it will sell the shares of common stock.

 FirstName LastNameScott D.  Kaufman
 Comapany NameWizard Brands, Inc.
 June 24, 2021 Page 2
 FirstName LastName
Scott D.  Kaufman
Wizard Brands, Inc.
June 24, 2021
Page 2
            Please contact at Jacqueline Kaufman at 202-551-3797 or Erin Jaskot at 202-551-
3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

    DLA
                           Piper LLP (US)

    2525
    East Camelback Road

    Esplanade
    II Suite 1000

    Phoenix,
    AZ 85016-4232

    www.dlapiper.com

    Steven
    D. Pidgeon

    steven.pidgeon@dlapiper.com

    T
    480.606.5124

    F
    480.606.5524

June
10, 2021

VIA
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Judiciary Plaza

Washington, D.C. 20549

    Attention:
    Jacqueline
    Kaufman, Staff Attorney

    Erin
    Jaskot, Legal Branch Chief

    Re:
    Wizard
    Brands, Inc.

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    May 19, 2021

    File
    No. 333-255445

Dear
Ms. Kaufman:

This
letter is submitted on behalf of Wizard Brands, Inc. (the “Company”) in response to the comments of the staff of the
Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the Company’s Amendment No. 1 to the Registration Statement on Form S-1 filed on May 19, 2021 (the “Registration
Statement”), as set forth in your letter dated June 1, 2021 addressed to Scott D. Kaufman, Chief Executive Officer of the Company
(the “Comment Letter”). The Company is concurrently filing pre-effective Amendment No. 2 to the Registration Statement
(“Amendment No. 2”), which includes changes that reflect responses to the Staff’s comments.

The
responses provided herein are based upon information provided to DLA Piper LLP (US) by the Company. For reference purposes, the text
of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized
the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the Company’s responses refer
to Amendment No. 2. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 2.

United
States Securities and Exchange Commission

June
10, 2021

Page
2

General

 1. We
                                            note your response to our prior comment two, however we are unable to agree that this is
                                            a resale transaction. In addition to the size of the offering, it does not appear that the
                                            investor is at market risk with respect to its investment. In particular, we note your additional
                                            disclosure in the prospectus where you indicate the number of shares that you would issue
                                            to the investor at various market prices. Even at the floor price of $1.00, it appears that
                                            the investor will realize gross profit of $1.2 million. To the extent that you continue to
                                            believe that the investor is at market risk, please provide specific examples showing the
                                            market risk to the investor at various trading prices and how the value of the securities
                                            currently held by the investor may decrease, as you state in your response.

Please
note that are comment does not relate to the ability to register the transaction as a PIPE transaction in accordance with Question 139.11
of the Securities Act Sections Compliance and Disclosure Interpretations, but instead whether the transaction is an indirect primary
offering. In the alternative, please name the investor as an underwriter and disclose the price at which it will sell the shares of common
stock.

Response:
The Company acknowledges the Staff’s comment and for the reasons set forth below and the discussion of Securities Act Rules
Compliance and Disclosure Interpretations (“C&DI”) 612.09 in the prior response to the Staff’s comments,
it respectfully submits that the offering contemplated by the Registration Statement is a valid secondary offering of its common stock
(the “Common Stock”) by or on behalf of the selling stockholder, Leviston Resources LLC (“Leviston”),
that may be registered for resale on a continuous basis pursuant to Rule 415(a)(1)(i) of the Securities Act of 1933, as amended (the
“Securities Act”).

Market
Risk

As
of the date of this letter, Leviston is the record and beneficial owner of the securities purchased in the March 2021 Private Placement
and Leviston has made the payments contemplated by the Securities Purchase Agreement, dated March 26, 2021, between the Company and Leviston,
with respect to such securities. Leviston is at market risk with respect to the securities, including bankruptcy risk and the risk that
the market price of the Common Stock falls below the conversion price floor of $1.00 (the “Price Floor”).

The
following discussion illustrates potential losses to Leviston at various market prices of the Common Stock below the Price Floor and
assumes Leviston will not exercise the Warrants when the market price of the Common Stock is effectively lower than the exercise price
of the Warrants. Based on such assumption, Leviston can acquire a maximum of 5,400,000 shares of Common Stock. If the market price of
the Common Stock falls to $0.90 per share, Leviston can potentially suffer a loss of $140,000 in the aggregate, excluding any discounts,
commissions and expenses relating to such sale. If the price of the Common Stock falls to $0.10 per share, Leviston can potentially suffer
a loss of $4.46 million in the aggregate, excluding any discounts, commissions and expenses relating to such sale. In 2020, the lowest
price of the Common Stock was $0.20 per share and, as of June 1, 2021, the 52-week low price of the Common Stock was $0.55 per share.
Assuming such prices at the time of sale, Leviston can potentially suffer a loss of $3.92 million or $2.03 million, respectively, excluding
any discounts, commissions and expenses relating to such sale in each case. The foregoing illustrative examples demonstrate that the
value of the securities currently held by Leviston may decrease, resulting in Leviston potentially suffering a loss.

United
States Securities and Exchange Commission

June
10, 2021

Page
3

Accordingly,
the Company submits that Leviston is at market risk with respect to its investment in the securities.

Offering
Size

The
Company is registering the maximum number of shares convertible at the Price Floor and not the actual number of shares issuable upon
conversion based on the prevailing market price of the Common Stock at the time of conversion. It is possible that the Company may issue
shares at a conversion price much higher than the Price Floor, resulting in a lower number of shares of Common Stock issued to Leviston.
For example, as of June 1, 2021, the 52-week high price of the Common Stock was $11.00 per share. Based on such market price, the number
of shares of Common Stock issuable upon conversion would be significantly lower.

Next,
if the market price of the Common Stock is effectively lower than the exercise price of the Warrants, it is likely that Leviston may
not exercise the Warrants because open market purchases would be more profitable. Therefore, if the Warrants are not exercised, Leviston
would be able to acquire a maximum of 5,400,000 shares of Common Stock rather than the maximum issuable 16,200,000 shares of Common Stock
that the Company is seeking to include in the Registration Statement. Moreover, the Warrants have relatively short expiration terms of
two (2) and three (3) years. Based on historical market prices and volatility of the Common Stock, Leviston bears the risk that it may
not be able to profitably exercise the Warrants during such timeframe. Therefore, it is possible that the shares of Common Stock issuable
upon exercise of the Warrants will never be issued, reducing the maximum issuable shares of Common Stock to 5,400,000.

Further,
pursuant to the terms of the Certificate of Designation, Leviston does not have the right to convert any portion of the securities, to
the extent that, after giving effect to such conversion, it would beneficially own in excess of 9.99% of the shares of Common Stock outstanding
immediately after giving effect to such conversion.

Regardless
of the percentage of the Company’s public float that is being registered for resale, the Company believes that the proper inquiry
regarding whether the offering is a primary offering or a secondary offering is whether the Registration Statement contemplates the resale
of securities acquired from the Company by legitimate investors who assumed market risk of their investment, versus being designed as
a conduit for the sale by the Company of securities underwritten by the intermediate investors to the general public. However, the Company
believes that it is important to note that the number of shares being registered is only one factor cited in C&DI 612.09 and is not
controlling.

 United
                                            States Securities and Exchange Commission

June
10, 2021

Page
4

The
Staff has indicated that it will inquire as to the nature of any offering styled as a secondary offering that registers shares for resale
in excess of one-third of the issuer’s public float. The Company’s understanding is that the intended purpose of
this test is to flag transactions for Staff review in order to ensure that securities purchased in “toxic” PIPE transactions
were not resold to the public. These toxic transactions typically included convertible securities whose conversion price floated relative
to the market price of the underlying stock. Public announcement of the PIPE transaction could put downward pressure on the stock price,
increasing the number of shares issuable to the new investors and reducing the value of the stock held by existing investors. However,
the March 2021 Private Placement is not a “toxic” PIPE transaction because of the existence of the Price Floor. In addition,
the Company believes that this test was not intended as a substitute for a complete analysis of the circumstances surrounding an offering,
as evidenced by C&DI 612.09. The Staff has also indicated, in C&DIs 612.12 and 216.14 that, unless the facts and circumstances
indicate that an underwriting relationship exists, secondary sales may be made under Rule 415(a)(1)(i) even when the shares registered
for resale consist of shares held by affiliates or control persons, and such persons own more than 50% of the issuer’s securities.

Next,
in prior no-action letters, the Staff has noted that determination of “underwriter” status depends on all of the facts and
circumstances surrounding a particular transaction. The Staff also has stated that institutional investors generally should not be deemed
to be underwriters with regard to the acquisition of large amounts of securities, provided such securities are acquired in the ordinary
course of the investor’s business and that the investor has no arrangement with any person to participate in the distribution of
such securities. As noted in the prior response to the Staff’s comments, Leviston made specific representations to the Company
that it acquired the securities for its own account and not with a view to or for distributing or reselling such securities; had no direct
or indirect arrangement or understanding with any other persons to distribute or regarding the distribution of such securities; and it
acquired such securities in the ordinary course of its business. There is no evidence to suggest that any of these representations was
false, and to the Company’s knowledge, there is no evidence to suggest that any of these representations is false as of the date
of this letter. None of the characteristics commonly associated with acting as an underwriter are present with respect to Leviston in
connection with the March 2021 Private Placement or the registration contemplated under the Registration Statement. As a result, because
there is no distribution of securities by Leviston on behalf of the Company, there is no underwriting and Leviston should not be characterized
as an underwriter within the meaning of the Securities Act.

 United
                                            States Securities and Exchange Commission

June
10, 2021

Page
5

Accordingly,
based on the discussion above and the prior response to the Staff’s comments, the Company believes that the offering contemplated
by the Registration Statement is a valid secondary offering.

 2. We
                                            note your revised disclosure in response to our prior comment four. Please remove the statements
                                            stating that you are “uniquely situated to enter the NFT marketplace on a scale at which
                                            no other new market entrant in this space can achieve,” that you are “very favorably-positioned
                                            to attract attention and market share,” and that the potential to realize impressive
                                            margins is manifest. Given the early-stage of the digital products market and the uncertainty
                                            in this space, it does not appear appropriate to predict your success in the market or to
                                            provide a guarantee of your financial success.

Response:
The Company acknowledges the Staff’s comment and has modified its disclosure on page 2 of Amendment No. 2 as requested.

[Signature
page immediately follows.]

United
                                            States Securities and Exchange Commission

June
10, 2021

Page
6

If
you have any questions regarding the foregoing responses or otherwise, please do not hesitate to call me at (480) 606-5124.

    Sincerely,

    DLA
    Piper LLP (US)

    /s/
    Steven D. Pidgeon

    Steven
    D. Pidgeon

    Partner

United States securities and exchange commission logo
June 1, 2021
Scott D. Kaufman
Chief Executive Officer
Wizard Brands, Inc.
2700 Homestead Road
Park City, UT 84098
Re:Wizard Brands, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed May 19, 2021
File No. 333-255445
Dear Mr. Kaufman:
            We have reviewed your amended registration statement 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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 7, 2021 letter.
Amendment No. 1 to Form S-1 filed May 19, 2021
General
1.We note your response to our prior comment two, however we are unable to agree that
this is a resale transaction.  In addition to the size of the offering, it does not appear that
the investor is at market risk with respect to its investment.  In particular, we note your
additional disclosure in the prospectus where you indicate the number of shares that you
would issue to the investor at various market prices.  Even at the floor price of $1.00, it
appears that the investor will realize gross profit of $1.2 million.  To the extent that you
continue to believe that the investor is at market risk, please provide specific examples
showing the market risk to the investor at various trading prices and how the value of the
securities currently held by the investor may decrease, as you state in your response.

 FirstName LastNameScott D.  Kaufman
 Comapany NameWizard Brands, Inc.
 June 1, 2021 Page 2
 FirstName LastName
Scott D.  Kaufman
Wizard Brands, Inc.
June 1, 2021
Page 2
Please note that are comment does not relate to the ability to register the transaction as a
PIPE transaction in accordance with Question 139.11 of the Securities Act Sections
Compliance and Disclosure Interpretations, but instead whether the transaction is an
indirect primary offering.

In the alternative, please name the investor as an underwriter and disclose the price at
which it will sell the shares of common stock.
2.We note your revised disclosure in response to our prior comment four.  Please remove
the statements stating that you are "uniquely situated to enter the NFT marketplace on a
scale at which no other new market entrant in this space can achieve," that you are "very
favorably-positioned to attract attention and market share," and that the potential to realize
impressive margins is manifest.  Given the early-stage of the digital products market and
the uncertainty in this space, it does not appear appropriate to predict your success in the
market or to provide a guarantee of your financial success.
            You may contact Jacqueline Kaufman at 202-551-3797 or Erin Jaskot at 202-551-3442 at
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

  DLA Piper LLP (US)

2525 East Camelback Road

Esplanade II Suite 1000

Phoenix, AZ 85016-4232

www.dlapiper.com

Steven D. Pidgeon

steven.pidgeon@dlapiper.com

T 480.606.5124

F 480.606.5524

    May
    19, 2021

    VIA
    EDGAR

    United
    States Securities and Exchange Commission

    Division
    of Corporation Finance

    100
    F Street, N.E.

    Judiciary
    Plaza

    Washington,
    D.C. 20549

    Attention:
    Jacqueline
    Kaufman, Staff Attorney

    Erin
    Jaskot, Legal Branch Chief

    Re:
    Wizard
    Brands, Inc.

    Registration
    Statement on Form S-1

    Filed
    April 21, 2021

    File
    No. 333-255445

Dear
Ms. Kaufman:

This
letter is submitted on behalf of Wizard Brands, Inc. (the “Company”) in response to the comments of the staff of the
Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the Company’s Registration Statement on Form S-1 filed on April 21, 2021 (the “Registration Statement”),
as set forth in your letter dated May 7, 2021 addressed to Scott D. Kaufman, Chief Executive Officer of the Company (the “Comment
Letter”). The Company is concurrently filing pre-effective Amendment No. 1 to the Registration Statement (“Amendment
No. 1”), which includes changes that reflect responses to the Staff’s comments.

The
responses provided herein are based upon information provided to DLA Piper LLP (US) by the Company. For reference purposes, the text
of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized
the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the Company’s responses refer
to Amendment No. 1. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 1.

United
States Securities and Exchange Commission

May 19, 2021

Page 2

Incorporation
of Certain Information by Reference, page 14

  1.
  We note that you plan to incorporate by reference information
pursuant to General Instruction VII of Form S-1. However, it appears that you are a penny stock issuer as defined in Rule 3a51-1 of the
Exchange Act and, therefore, are not eligible to use incorporation by reference. Please revise your prospectus accordingly. See General
Instruction VII.D.1(c) of Form S-1 for guidance.

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that pursuant to Rule 3a51-1(g) (“Rule
3a51-1”) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the Company is not
a penny stock issuer and therefore, not precluded from relying on General Instruction VII of Form S-1. Rule 3a51-1 provides certain categories
of equity securities that are not deemed to be a “penny stock.” Subsection (g) of Rule 3a51-1 provides that an issuer that
has average revenue of at least $6,000,000 for the last three years is not a penny stock issuer. For the three most recently completed
years, namely years ended December 31, 2020, 2019 and 2018, the Company had revenues of $4,518,163, $10,578,316 and $13,901,603, respectively.
Accordingly, the Company’s average revenue for the last three years is $9,666,027, which exceeds the threshold set forth in Rule
3a51-1(g)(2).

General

  2.
  Given the nature of the offering and size of the transaction
relative to the number of outstanding shares held by non-affiliates as disclosed in the prospectus, it appears that the transaction may
be an indirect primary offering with your selling stockholder, Leviston Resources LLC, acting on your behalf. If your selling stockholder
is so acting, then this filing cannot be conducted as an at-the-market offering because you are not eligible to register a primary offering
on Form S-3. Please fix the price of this offering and name your selling stockholder as an underwriter. See Securities Act Rule 415(a)(4)
for additional guidance.

Alternatively,
provide us with an analysis of your basis for determining that it is appropriate to characterize the transaction as a secondary offering
under Securities Act Rule 415(a)(1)(i). For guidance, please see Question 612.09 of the Securities Act Rules Compliance and Disclosure
Interpretations. In addition, please address in your response factors which appear to mitigate the selling stockholder’s investment
risk, including among other factors, the fact that the Series B Preferred Stock is convertible at a steep discount to market price and
that the selling stockholder is not required to pay until the registration statement is effective.

Response:
The Company acknowledges the Staff’s comment and for the reasons set forth below, it respectfully submits that the offering
contemplated by the Registration Statement is a valid secondary offering of its common stock (the “Common Stock”)
by or on behalf of the selling stockholder, Leviston Resources LLC (“Leviston”), that may be registered for resale
on a continuous basis pursuant to Rule 415(a)(1)(i) of the Securities Act of 1933, as amended (the “Securities Act”).

Rule
415(a)(1)(i) of the Securities Act provides that securities may be registered for an offering to be made on a continuous or delayed basis
in the future, provided that the registration statement pertains only to securities “which are to be offered or sold solely by
or on behalf of a person or persons other than the registrant, a subsidiary of the registrant or person of which the registrant is a
subsidiary.”

United
States Securities and Exchange Commission

May 19, 2021

Page 3

As
requested in the Staff’s comment, the Company analyzed, among other factors, the guidance set forth in Securities Act Rules Compliance
and Disclosure Interpretations (“C&DIs”) 612.09, which identifies six factors to be considered in determining
whether a purported secondary offering is really a primary offering. C&DI 612.09 states: “It is important to identify whether
a purported secondary offering is really a primary offering, i.e., the selling shareholders are actually underwriters selling on behalf
of an issuer. Underwriter status may involve additional disclosure, including an acknowledgment of the seller’s prospectus delivery
requirements. In an offering involving Rule 415 or Form S-3, if the offering is deemed to be on behalf of the issuer, the Rule and Form
in some cases will be unavailable (e.g., because of the Form S-3 “public float” test for a primary offering, or because Rule
415(a)(1)(i) is available for secondary offerings, but primary offerings must meet the requirements of one of the other subsections of
Rule 415). The question of whether an offering styled a secondary one is really on behalf of the issuer is a difficult factual one, not
merely a question of who receives the proceeds. Consideration should be given to how long the selling shareholders have held the shares,
the circumstances under which they received them, their relationship to the issuer, the amount of shares involved, whether the sellers
are in the business of underwriting securities, and finally, whether under all the circumstances it appears that the seller is acting
as a conduit for the issuer.” Based on the Company’s consideration of the totality of the facts and circumstances of the
transaction and each of the factors enumerated in C&DI 612.09, the Company believes that the shares of Common Stock that the Company
is proposing to register for resale by Leviston (the “Shares”) are eligible for registration on a delayed or continuous
basis pursuant to Rule 415(a)(1)(i) of the Securities Act.

Factor
1: How long Leviston has held the securities.

Leviston’s
purchase of the Company’s Series B Preferred Stock and warrants (the “Leviston PIPE”) closed on March 29, 2021
(“Closing”). The Company received the proceeds from the sale at the Closing and received certain payments from Leviston
upon filing of the Registration Statement. The Company is anticipated to receive certain additional payments from Leviston upon effectiveness
of the Registration Statement.

The
Company notes that there is no mandatory holding period for a PIPE transaction to be characterized as a valid secondary offering. C&DI
139.11 provides in relevant part that “[i]n a PIPE transaction, a company will be permitted to register the resale of securities
prior to their issuance if the company has completed a Section 4(2)-exempt sale of the securities (or in the case of convertible securities,
of the convertible security itself) to the investor, and the investor is at market risk at the time of filing of the resale registration
statement. The closing of the private placement of the unissued securities must occur within a short time after the effectiveness of
the resale registration statement.”

C&DI
139.11 contemplates that a valid secondary offering could occur immediately following the closing of the private placement. This concept
comports with longstanding customary practice with PIPE transactions. In most PIPE transactions, a registration statement is required
to be filed shortly after closing (often 30 to 45 days) and declared effective shortly thereafter (typically 90 to 150 days after closing).
The Company is not aware of the Staff taking the position that the period of time elapsing between closing and the effectiveness of a
registration raises concerns about whether the offering is a valid secondary offering. Indeed, the Company believes that such a position
would be contrary with C&DI 139.11, which allows inclusion of the securities sold after a registration statement is filed if the
registration statement is not yet effective.

United
States Securities and Exchange Commission

May 19, 2021

Page 4

Leviston
is also at market risk with respect to purchase of the securities. As discussed in C&DI 139.11, whether a private placement has been
completed, and the investor is at market risk, in a PIPE transaction involving convertible securities (such as the securities purchased
in the Leviston PIPE) is determined by reference to the purchase of the convertible security, rather than by reference to the underlying
security. C&DI 139.11 specifically addressed the purchase of convertible securities that converted into common stock at a price “based
on the company’s common stock trading price at the time of conversion,” and the registration for resale of the shares underlying
the convertible securities. As of the date of this letter, Leviston is the record and beneficial owner of the securities purchased in
the Leviston PIPE and Leviston has made the payments contemplated by the Securities Purchase Agreement with respect to such securities.
Because Leviston has been, and will continue to be, subject to market risk, both (i) its willingness to participate in the Leviston PIPE
with the knowledge that it may not be able to exit its position at a profit and (ii) its ability to fully exit its position would likely
be restricted for an extended period of time, provide evidence that it purchased such securities with the intent to invest (and not with
the intent to effect an immediate distribution, as an underwriter would have). Moreover, pursuant to the terms of the Certificate of
Designation, Preferences, Rights and Limitations of Series B Preferred Stock (the “Certificate of Designation”), Leviston
does not have the right to convert any portion of the securities, to the extent that, after giving effect to such conversion, it would
beneficially own in excess of 9.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion.

The
Series B Preferred Stock is convertible into shares of Common Stock by dividing the stated value of $1,080 per share of the Series B
Preferred Stock by a conversion price equal to the lesser of (x) $4.52 and (y) 85% of the variable weighted average price of the Common
Stock on a trading day during the 10 trading days prior to and ending on, and including, the date of conversion, subject to a price floor
of $1.00. Historically, limited public float, among other factors, has made the Common Stock highly volatile. In addition, the value
of the securities currently held by Leviston may decrease as a result of a reduction in value of the underlying securities. Therefore,
Leviston continues to bear this investment risk for a potential substantial additional period based on the historical volatility of the
Common Stock before it can make significant resales.

The
discussion above supports the conclusion that the offering pursuant to the Registration Statement is a valid secondary offering.

Factor
2: The circumstances under which Leviston received the securities.

The
securities were issued and sold to Leviston in an arm’s-length private placement transaction that complied in all respects with
C&DIs 139.06 and 139.11 and Section 4(a)(2) of the Securities Act. Pursuant to Section 3.2 of the Securities Purchase Agreement,
dated March 26, 2021, between the Company and Leviston (the “Securities Purchase Agreement”), Leviston represented
to the Company, including, without limitation, that: (i) Leviston was an “accredited investor” as defined in 501(a) of the
Securities Act; (ii) Leviston acquired the securities for its own account and not with a view to or for distributing or reselling such
securities; (iii) Leviston had no direct or indirect arrangement or understandings with any other persons to distribute or regarding
the distribution of such securities; and (iv) Leviston acquired such securities in the ordinary course of its business. The Company is
not aware of any evidence that would indicate that these representations are false.

The
gross cash proceeds from the sale of the securities to Leviston went directly to the Company, and the additional payments by Leviston
upon effectiveness of the Registration Statement will also go directly to the Company. Neither Leviston nor any of its affiliates received
or will receive any compensation from the Company in connection with the Leviston PIPE or any future exercise of the warrants acquired
in the Leviston PIPE. Additionally, as set forth in the Registration Statement, except for proceeds from the exercise of the warrants,
the Company will not receive any proceeds from the sale of the Shares by Leviston.

In
addition, the Company is not aware of any evidence that would indicate that a distribution would occur if the Registration Statement
is declared effective. Under the Commission’s rules, a “distribution” requires special selling efforts. Rule 100(b)
of Regulation M (“Rule 100(b)”) defines a “distribution” as “an offering of securities, whether
or not subject to registration under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude of
the offering and the presence of special selling efforts and selling methods.” The Company is not aware of any evidence that would
indicate that any special selling efforts or selling methods (such as road shows or other actions to condition the market for the Common
Stock) by or on behalf of Leviston have occurred or will occur if the Registration Statement is declared effective. The Company is also
not aware of any evidence that suggests any agreement or understanding exists with respect to Leviston to effect a distribution of the
Shares.

United
States Securities and Exchange Commission

May 19, 2021

Page 5

Leviston
is not acting on the Company’s behalf with respect to the registration of the Shares for resale under the Registration Statement
and, other than the registration rights granted to Leviston, the Company has no contractual relationship with Leviston that would control
the timing, nature, and amount of resales of the Shares or whether such Shares are ever resold under the Registration Statement. The
existence of the Registration Rights Agreement, dated March 26, 2021, between the Company and Leviston (the “Registration Rights
Agre

United States securities and exchange commission logo
May 7, 2021
Scott D. Kaufman
Chief Executive Officer
Wizard Brands, Inc.
2700 Homestead Road
Park City, UT 84098
Re:Wizard Brands, Inc.
Registration Statement on Form S-1
Filed April 21, 2021
File No. 333-255445
Dear Mr. Kaufman:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Incorporation of Certain Information by Refernce, page 14
1.We note that you plan to incorporate by reference information pursuant to General
Instruction VII of Form S-1.  However, it appears that you are a penny stock issuer as
defined in Rule 3a51-1 of the Exchange Act and, therefore, are not eligible to use
incorporation by reference.  Please revise your prospectus accordingly.  See General
Instruction VII.D.1(c) of Form S-1 for guidance.
General
2.Given the nature of the offering and size of the transaction relative to the number of
outstanding shares held by non-affiliates as disclosed in the prospectus, it appears that the
transaction may be an indirect primary offering with your selling stockholder, Leviston

 FirstName LastNameScott D.  Kaufman
 Comapany NameWizard Brands, Inc.
 May 7, 2021 Page 2
 FirstName LastNameScott D.  Kaufman
Wizard Brands, Inc.
May 7, 2021
Page 2
Resources LLC, acting on your behalf.  If your selling stockholder is so acting, then this
filing cannot be conducted as an at-the-market offering because you are not eligible to
register a primary offering on Form S-3.  Please fix the price of this offering and name
your selling stockholder as an underwriter.  See Securities Act Rule 415(a)(4) for
additional guidance.

Alternatively, provide us with an analysis of your basis for determining that it is
appropriate to characterize the transaction as a secondary offering under Securities Act
Rule 415(a)(1)(i).  For guidance, please see Question 612.09 of the Securities Act Rules
Compliance and Disclosure Interpretations.  In addition, please address in your response
factors which appear to mitigate the selling stockholder’s investment risk, including
among other factors, the fact that the Series B Preferred Stock is convertible at a steep
discount to market price and that the selling stockholder is not required to pay until the
registration statement is effective.
3.Please describe the general effect, and in particular the significant dilutive impact, upon
the rights of existing security holders of the issuance of common stock upon conversion of
the Series B Preferred Stock and exercise of warrants held by your selling stockholder.
 Please include examples of the number of shares that could be issued based on various
trading prices and the total possible profits the selling stockholder could realize as a result
of the conversion price discount underlying the Series B Preferred Stock and
warrants. Please also describe certain triggering events that could push the conversion
price even lower as disclosed in your 8-K filed on April 2, 2021.
4.We note that in press releases dated March 18, 2021 and April 9, 2021 and in your Form
10-K filed March 29, 2021, you indicate that you are developing a non-fungible token
(NFT) strategy and that you are launching a beta test.  Please revise your disclosure to
describe the status of the development of your NFTs.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameScott D.  Kaufman
 Comapany NameWizard Brands, Inc.
 May 7, 2021 Page 3
 FirstName LastName
Scott D.  Kaufman
Wizard Brands, Inc.
May 7, 2021
Page 3
            Please contact Jacqueline Kaufman, Staff Attorney at 202-551-3797 or Erin Jaskot, Legal
Branch Chief at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Ms.
Mara Ransom

Chief

Office
of Trade & Services

Division
of Corporation Finance

US
Securities and Exchange Commission

Washington,
D.C. 20549

January
21, 2020

    Re:

    Wizard Entertainment,
    Inc.

    Amendment No. 4
    to Offering Statement on Form 1-A

    Filed January 13,
    2020

    File No. 024-11070

Dear
Ms. Ransom:

On
behalf of Wizard Entertainment, Inc., I hereby request qualification of the above-referenced offering statement at 4:00pm, Eastern
Time, on Thursday, January 23, 2020, or as soon thereafter as is practicable.

    Sincerely,

    /s/
    John D. Maatta

    John D. Maatta

    Chief Executive Officer

    Wizard Entertainment, Inc.

cc:
Andrew Stephenson

CrowdCheck
Law LLP

CORRESP
1
filename1.htm

Ms.
Mara Ransom

Chief

Office
of Trade & Services

Division
of Corporation Finance

US
Securities and Exchange Commission

Washington,
D.C. 20549

January
13, 2020

    Re:

    Wizard
    Entertainment, Inc.

    Amendment
    No. 3 to Offering Statement on Form 1-A

    Filed
    December 26, 2019

    File
    No. 024-11070

Dear
Ms. Ransom:

Thank
you for your comments of January 8, 2020 regarding the Offering Statement of Wizard Entertainment, Inc. (the “Company”).
We appreciate the opportunity to respond to your comments.

Compensation
of Directors and Executive Officers, page 39

    1.
    Please
    provide the compensation disclosure required by Item 11(a)-(b) of Part II of Form 1-A for 2019, your last completed fiscal
    year.

    The
    Company has revised its disclosures to include compensation information for the fiscal year ended December 31, 2019.

Thank
you again for the opportunity to respond to your questions to Amendment No. 3 the Offering Statement of Wizard Entertainment,
Inc. If you have additional questions or comments, please contact me at andrew@crowdchecklaw.com.

    Sincerely,

    /s/
    Andrew     Stephenson

    Andrew
    Stephenson

    CrowdCheck
    Law LLP

cc:
John Maatta

Chief
Executive Officer

Wizard
Entertainment, Inc.

662
N. Sepulveda Blvd., Suite 300

Los
Angeles, CA 90049

January 8, 2020
John Maatta
Chief Executive Officer
Wizard Entertainment, Inc.
662 N. Sepulveda Blvd., Suite 300
Los Angeles, CA 90049
Re:Wizard Entertainment, Inc.
Amendment No. 3 to
Offering Statement on Form 1-A
Filed December 26, 2019
File No. 024-11070
Dear Mr. Maatta:
            We have reviewed your amended offering statement 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 by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 20, 2019 letter.
Form 1-A/A filed December 26, 2019
Compensation of Directors and Executives Officers, page 39
1.Please provide the compensation disclosure required by Item 11(a)-(b) of Part II of Form
1-A for 2019, your last completed fiscal year.

 FirstName LastNameJohn Maatta
 Comapany NameWizard Entertainment, Inc.
 January 8, 2020 Page 2
 FirstName LastName
John Maatta
Wizard Entertainment, Inc.
January 8, 2020
Page 2
            Please contact Susan Block at 202-551-3210 or Laura Nicholson at 202-551-3584 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Ms.
Mara Ransom

Chief

Office
of Trade & Services

Division
of Corporate Finance

United
States Securities and Exchange Commission

Washington,
D.C. 20549

December
26, 2019

    Re:

    Wizard
    Entertainment, Inc.

    Amendment
    No. 2 to Offering Statement on Form 1-A

    Filed
    December 11, 2019

    File
    No. 024-11070

Dear
Ms. Ransom:

Thank
you for your comments of December 20, 2019 regarding the Offering Statement of Wizard Entertainment, Inc. (the “Company”).
We appreciate the opportunity to respond to your comments.

Provisions
of Note in Our Bylaws, page 18

    1.
    We
    note that you have revised your form of amended and restated bylaws to be in effect prior to the closing of this offering,
    and that the revised exclusive forum provision selects the Court of Chancery of the State of Delaware for certain claims.
    However, your disclosure on page 18 states that the exclusive forum will be a state or federal court located within the state
    of Delaware. Please revise.

    The
    Company has revised to make the description of the forum selection clause consistent.

Security
Ownership of Management and Certain Securityholders, page 42

    2.
    We
    note your disclosure that the table on page 42 sets forth information as of September 3, 2019 with respect to the beneficial
    ownership of your common stock by each of your officers and directors. Please revise to provide such information as of the
    most recent practicable date. For example, we note that you have not included information regarding Mr. Kaufman’s beneficial
    ownership of your common stock.

    The
    Company has updated the date of this table and included a reference to Mr. Kaufman.

Thank
you again for the opportunity to respond to your questions to Amendment No. 2 the Offering Statement of Wizard Entertainment,
Inc. If you have additional questions or comments, please contact me at andrew@crowdchecklaw.com.

    Sincerely,

    /s/Andrew
    Stephenson

    Andrew
    Stephenson

    CrowdCheck
    Law LLP

cc:
John Maatta

Chief
Executive Officer

Wizard
Entertainment, Inc.

662
N. Sepulveda Blvd., Suite 300

Los
Angeles, CA 90049

December 20, 2019
John Maatta
Chief Executive Officer
Wizard Entertainment, Inc.
662 N. Sepulveda Blvd., Suite 300
Los Angeles, CA 90049
Re:Wizard Entertainment, Inc.
Amendment No. 2 to
Offering Statement on Form 1-A
Filed December 11, 2019
File No. 024-11070
Dear Mr. Maatta:
            We have reviewed your amended offering statement 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 by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 3, 2019 letter.
Form 1-A/A Filed December 11, 2019
Provisions of Note in Our Bylaws, page 18
1.We note that you have revised your form of amended and restated bylaws to be in effect
prior to the closing of this offering, and that the revised exclusive forum provision selects
the Court of Chancery of the State of Delaware for certain claims.  However, your
disclosure on page 18 states that the exclusive forum will be a state or federal court
located within the state of Delaware.  Please revise.
Security Ownership of Management and Certain Securityholders, page 42
2.We note your disclosure that the table on page 42 sets forth information as of September

 FirstName LastNameJohn Maatta
 Comapany NameWizard Entertainment, Inc.
 December 20, 2019 Page 2
 FirstName LastName
John Maatta
Wizard Entertainment, Inc.
December 20, 2019
Page 2
3, 2019 with respect to the beneficial ownership of your common stock by each of your
officers and directors.  Please revise to provide such information as of the most recent
practicable date.  For example, we note that you have not included information regarding
Mr. Kaufman's beneficial ownership of your common stock.
            Please contact Susan Block at 202-551-3210 or Laura Nicholson at 202-551-3584 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Ms.
Mara Ransom

Chief

Office
of Trade & Services

Division
of Corporate Finance

United
States Securities and Exchange Commission

Washington,
D.C. 20549

December
11, 2019

    Re:

    Wizard
    Entertainment, Inc.

    Amendment
    No. 1 to Offering Statement on Form 1-A

    Filed
    November 12, 2019

    File
    No. 024-11070

Dear
Ms. Ransom:

Thank
you for your comments of December 3, 2019 regarding the Offering Statement of Wizard Entertainment, Inc. (the “Company”).
We appreciate the opportunity to respond to your comments.

Investor
Perks, page 18

1.
We note your disclosure regarding the approximate cash value of the investor perks. Please disclose how you determined the cash
value for the investor perks.

The
Company determined the approximate cash value through the best estimates of management. The Company has amended the offering circular
to identify the cash value estimates for individual items included in the perks. Additionally, the Company clarified that these
are estimates, and the actual value may differ.

General

2.
Please update your filing to reflect the resignation of Jordan Schur from your board of directors, and the election of Scott D.
Kaufman to your board of directors. We note your related disclosure in the current report on Form 8-K filed on November 5, 2019.

The
Company acknowledges that the departure of Jordan Shur and election of Scott Kaufman was inadvertently not included in the Form
1-A/A. The Company’s disclosure has been updated.

3.
We note your response to prior comment 7, and reissue such comment in part. Your forum selection provision in your bylaws to be
in effect prior to any closing of this offering identifies a state or federal court located with the State of Delaware as the
exclusive forum for certain litigation, including any “derivative action.” Please revise to clarify whether you intend
this provision to apply to actions arising under the Securities Act or Exchange Act. In that regard, we note your disclosure that
you “believe” that the exclusive forum provision applies to claims arising under the Securities Act, and we note that
your disclosure on pages 13 and 46 are not consistent with your disclosure on page 18 as to whether this provision applies to
actions arising under the Exchange Act. If this provision does not apply to actions arising under the Securities Act or Exchange
Act, please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you
will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange
Act.

The
Company has amended its to-be-adopted bylaws to provide that the forum selection clause does not apply to actions arising under
the Securities Act of Exchange Act.

4.
We note that you filed a quarterly report on Form 10-Q for the period ended September 30, 2019. Please tell us what consideration
you gave to updating the offering statement. Refer to footnote 17 and the accompanying text in Securities Act Release No. 33-10591
(December 19, 2018).

The
Company has amended its offering circular to include interim financial information included in its Form 10-Q.

Thank
you again for the opportunity to respond to your questions to Amendment No. 1 the Offering Statement of Wizard Entertainment,
Inc. If you have additional questions or comments, please contact me at andrew@crowdchecklaw.com.

    Sincerely,

    /s/Andrew
    Stephenson

    Andrew
    Stephenson

    CrowdCheck
    Law LLP

cc:
John Maatta

Chief
Executive Officer

Wizard
Entertainment, Inc.

662
N. Sepulveda Blvd., Suite 300

Los
Angeles, CA 90049

December 3, 2019
John Maatta
Chief Executive Officer
Wizard Entertainment, Inc.
662 N. Sepulveda Blvd., Suite 300
Los Angeles, CA 90049
Re:Wizard Entertainment, Inc.
Amendment No. 1 to
Offering Statement on Form 1-A
Filed November 12, 2019
File No. 024-11070
Dear Mr. Maatta:
            We have reviewed your amended offering statement 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 by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 3, 2019 letter.
Form 1-A/A filed November 12, 2019
Investor Perks, page 18
1.We note your disclosure regarding the approximate cash value of the investor perks.
Please disclose how you determined the cash value for the investor perks.
General
2.Please update your filing to reflect the resignation of Jordan Schur from your board of
directors, and the election of Scott D. Kaufman to your board of directors.  We note your
related disclosure in the current report on Form 8-K filed on November 5, 2019.

 FirstName LastNameJohn Maatta
 Comapany NameWizard Entertainment, Inc.
 December 3, 2019 Page 2
 FirstName LastName
John Maatta
Wizard Entertainment, Inc.
December 3, 2019
Page 2
3.We note your response to prior comment 7, and reissue such comment in part.  Your
forum selection provision in your bylaws to be in effect prior to any closing of this
offering identifies a state or federal court located with the State of Delaware as the
exclusive forum for certain litigation, including any “derivative action.” Please revise to
clarify whether you intend this provision to apply to actions arising under the Securities
Act or Exchange Act.  In that regard, we note your disclosure that you “believe” that the
exclusive forum provision applies to claims arising under the Securities Act, and we note
that your disclosure on pages 13 and 46 are not consistent with your disclosure on page 18
as to whether this provision applies to actions arising under the Exchange Act.  If this
provision does not apply to actions arising under the Securities Act or Exchange Act,
please also ensure that the exclusive forum provision in the governing documents states
this clearly, or tell us how you will inform investors in future filings that the provision
does not apply to any actions arising under the Securities Act or Exchange Act.
4.We note that you filed a quarterly report on Form 10-Q for the period ended September
30, 2019.  Please tell us what consideration you gave to updating the offering statement.
 Refer to footnote 17 and the accompanying text in Securities Act Release No. 33-10591
(December 19, 2018).
            Please contact Susan Block at 202-551-3210 or Laura Nicholson at 202-551-3584 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Ms.
Mara Ransom

Chief

Office of Trade & Services

Division
of Corporate Finance

United
States Securities and Exchange Commission

Washington,
D.C. 20549

November
8, 2019

    Re:

    Wizard
    Entertainment, Inc.

    Offering
    Statement on Form 1-A

    Filed
    September 6, 2019

    File
    No. 024-11070

Dear
Ms. Ransom:

Thank
you for your comments of October 3, 2019 regarding the Offering Statement of Wizard Entertainment, Inc. (the “Company”).
We appreciate the opportunity to respond to your comments.

Offering
Circular

Cover
Page, page 1

1.
Please include the volume of securities offered. Refer to Rule 253(b)(4) of Regulation A. Please also include the offering price
of the securities. In the alternative, if you intend to rely on Rule 253(b) to omit the public offering price, provide a bona
fide estimate of the range of the maximum offering price and the maximum number of shares to be offered. Refer to Rule 253.

The
Company has amended the cover page to identify the volume of securities being offered and the price per share for those securities.

Risk
Factors

We
may never achieve or sustain profitability, page 7

2.
Please provide your net income and loss for the most recent audited period, so that investors may assess the risk.

The
Company has amended its disclosure include the net loss for the most recent audited period in this risk factor.

If
we fail to maintain an effective system of internal control over financial reporting, page 11

3.
You state that your management may conclude that your internal controls over your financial reporting are not effective. Please
tailor this risk factor to reflect your management’s conclusion regarding your internal controls over financial reporting
as reflected in your annual report on Form 10-K for the fiscal year ended December 31, 2018.

The
Company has tailored this risk factor to include managements conclusion regarding its internal controls as reported in its Form
10-K for the fiscal year ended December 31, 2018.

The
Ownership by our Executive Chairman of our Common Stock, page 12

4.
Please quantify Mr. Kessler’s beneficial ownership in this risk factor.

The
Company has amended this risk factor to identify Mr. Kessler’s beneficial ownership.

Investors
in this offering may not be entitled to a jury trial, page 13

5.
Please disclose whether the waiver of jury trial in your subscription agreement applies to federal securities law claims. Similarly
revise your disclosure under “Jury Trial Waiver,” at page 18. If this provision does not apply to federal securities
law claims, please ensure that the jury trial waiver provision in the subscription agreement states this clearly.

The
Company has amended its disclosure to identify the jury trial waiver’s application to federal securities law claims.

Use
of Proceeds, page 19

6.
We note that you intend to use proceeds of this offering to retire all or a portion of the debenture held by Bristol Investment
Fund, Ltd. Please disclose here that this entity is controlled by the Chairman of your Board of Directors. In addition, disclose
the material terms of such indebtedness. Refer to Item 6 of Form 1-A.

The
Company has amended its offering circular to identify the relationship under Use of Proceeds between the company and Bristol Investment
Fund, Ltd., and has included the material terms of the indebtedness.

General

7.
Please refer to Article XIV of your form of Amended and Restated Bylaws to be in effect prior to any closing of this offering.
We note that your forum selection provision identifies a state or federal court located with the State of Delaware as the exclusive
forum for certain litigation, including any “derivative action.” Please disclose this provision in your offering circular,
and disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. If so, please also provide
risk factor disclosure and state that there is uncertainty as to whether a court would enforce such provision. If this provision
does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision
in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision
does not apply to any actions arising under the Securities Act or Exchange Act.

The
Company has amended its disclosure and amended its bylaws to be in effect to clarify the exclusive forum provision’s application
to federal securities laws.

Security
Ownership of Management and Certain Securityholders, page 40

8.
We note your disclosure that as of August 14, 2019, there were 5,768,956 shares of preferred stock issued and outstanding. Please
tell us why the ownership of such shares is not reflected in the table on page 40. Refer to Item 12 of Form 1-A. As part of your
response, please tell us the material terms of such preferred stock.

The
Company has amended its disclosure to include a more detailed discussion of the outstanding preferred stock.

Thank
you again for the opportunity to respond to your questions to the Offering Statement of Wizard Entertainment, Inc. filed September
3, 2019. If you have additional questions or comments, please contact me at andrew@crowdchecklaw.com.

    Sincerely,

    /s/Andrew
    Stephenson

    Andrew
    Stephenson

    CrowdCheck
    Law LLP

cc:
John Maatta

Chief
Executive Officer

Wizard
Entertainment, Inc.

662
N. Sepulveda Blvd., Suite 300

Los
Angeles, CA 90049

October 3, 2019
John Maatta
Chief Executive Officer
Wizard Entertainment, Inc.
662 N. Sepulveda Blvd., Suite 300
Los Angeles, CA 90049
Re:Wizard Entertainment, Inc.
Offering Statement on Form 1-A
Filed September 6, 2019
File No. 024-11070
Dear Mr. Maatta:
            We have reviewed your offering statement 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 by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Form 1-A filed September 6, 2019
Offering Circular
Cover Page, page 1
1.Please include the volume of securities offered.  Refer to Rule 253(b)(4) of Regulation A.
 Please also include the offering price of the securities.  In the alternative, if you intend to
rely on Rule 253(b) to omit the public offering price, provide a bona fide estimate of the
range of the maximum offering price and the maximum number of shares to be offered.
Refer to Rule 253.
Risk Factors
We may never achieve or sustain profitability, page 7
2.Please provide your net income and loss for the most recent audited period, so that
investors may assess the risk.

 FirstName LastNameJohn Maatta
 Comapany NameWizard Entertainment, Inc.
 October 3, 2019 Page 2
 FirstName LastNameJohn Maatta
Wizard Entertainment, Inc.
October 3, 2019
Page 2
If we fail to maintain an effective system of internal control over financial reporting, page 11
3.You state that your management may conclude that your internal controls over your
financial reporting are not effective.  Please tailor this risk factor to reflect your
management's conclusion regarding your internal controls over financial reporting as
reflected in your annual report on Form 10-K for the fiscal year ended December 31,
2018.
The Ownership by our Executive Chairman of our Common Stock, page 12
4.Please quantify Mr. Kessler's beneficial ownership in this risk factor.
Investors in this offering may not be entitled to a jury trial, page 13
5.Please disclose whether the waiver of jury trial in your subscription agreement applies to
federal securities law claims.  Similarly revise your disclosure under "Jury Trial Waiver,"
at page 18.  If this provision does not apply to federal securities law claims, please ensure
that the jury trial waiver provision in the subscription agreement states this clearly.
Use of Proceeds, page 19
6.We note that you intend to use proceeds of this offering to retire all or a portion of the
debenture held by Bristol Investment Fund, Ltd.  Please disclose here that this entity is
controlled by the Chairman of your Board of Directors.  In addition, disclose the material
terms of such indebtedness.  Refer to Item 6 of Form 1-A.
General
7.Please refer to Article XIV of your form of Amended and Restated Bylaws to be in effect
prior to any closing of this offering.  We note that your forum selection provision
identifies a state or federal court located with the State of Delaware as the exclusive forum
for certain litigation, including any “derivative action.” Please disclose this provision in
your offering circular, and disclose whether this provision applies to actions arising under
the Securities Act or Exchange Act. If so, please also provide risk factor disclosure and
state that there is uncertainty as to whether a court would enforce such provision.   If this
provision does not apply to actions arising under the Securities Act or Exchange Act,
please also ensure that the exclusive forum provision in the governing documents states
this clearly, or tell us how you will inform investors in future filings that the provision
does not apply to any actions arising under the Securities Act or Exchange Act.
Security Ownership of Management and Certain Securityholders, page 40
8.We note your disclosure that as of August 14, 2019, there were 5,768,956 shares of
preferred stock issued and outstanding.  Please tell us why the ownership of such shares is
not reflected in the table on page 40.  Refer to Item 12 of Form 1-A.  As part of your
response, please tell us the material terms of such preferred stock.

 FirstName LastNameJohn Maatta
 Comapany NameWizard Entertainment, Inc.
 October 3, 2019 Page 3
 FirstName LastName
John Maatta
Wizard Entertainment, Inc.
October 3, 2019
Page 3
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Susan Block at 202-551-3210 or Laura Nicholson at 202-551-3584 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

July 20, 2012
 Via E-Mail

Mr. Michael Mathews Chairman Wizard World, Inc. 1350 Avenue of the Americas, 2
nd Floor
New York, New York 10019

Re:  Wizard World, Inc.
Form 8-K/A Filed April 20, 2012 Form 10-K/A for Fiscal Year Ended December 31, 2010 Filed April 23, 2012 Form 10-K for Fiscal Year Ended December 31, 2011 Filed April 16, 2012 File No. 000-33383

Dear Mr. Mathews:
We issued comments on the above  captioned filings on May 16, 2012 .  On June 22, 2012 ,
we issued a follow-up letter informing you that  those comments remained outstanding and
unresolved, and absent a substantive response, we  would act consistent with our obligations
under the federal securities laws.

 As you have not provided a substantive response, we are terminating our review and will take further steps as we deem appropriate.  These steps will include our releasing all
correspondence relating to our review on the EDGAR system.
  You may contact Adam F. Turk at (202)  551-3657 or Pamela Howell at (202) 551-3357
if you have any questions.
Sincerely,
   /s/Pamela Howell  for
John Reynolds Assistant Director

July 2 , 2012

Via E -Mail
Mr. Michael Mathews
Chairman
Wizard World, Inc.
1350 Avenue of the Americas, 2 nd Floor
New York, New York 10019

Re:  Wizard World, Inc.
Form 8 -K/A
Filed June 29 , 2012
File No. 000 -33383

Dear Mr. Mathews:

We note that you have amended your Form 8 -K on June 29, 2012 in response to our
comment letter dated May 16, 2012.  Your response does not appear to address the concerns
highlighted in our comments in a substantive way.  We will not perform a detailed examination of
the Form 8 -K/A or your response because to do so would delay the review of other disclosure
documents tha t do not appear to contain comparable deficiencies.  Without appropriate responses to
our comments and draft disclosure we are unable to review your response in a meaningful way.
Therefore, please provide a response which addresses our comments.  To the extent that outstanding
matters will be addressed in subsequent amendments to your Form 8 -K or subsequent filings of
Forms 10 -K for 2010 and 2011, please provide draft disclosure and a timeline for the filing of those
documents.

You may contact Adam F. Turk at (202) 551-3657  if you have any questions.

 Sincerely,

 /s/ James Lopez (for)

John Reynolds
Assistant Director

June 22, 2012
Via E-Mail
Mr. Michael Mathews Chairman Wizard World, Inc. 1350 Avenue of the Americas, 2
nd Floor
New York, New York 10019

Re:  Wizard World, Inc.
Form 8-K/A Filed April 20, 2012 Form 10-K/A for Fiscal Year Ended December 31, 2010 Filed April 23, 2012 Form 10-K for Fiscal Year Ended December 31, 2011 Filed April 16, 2012 File No. 000-33383

Dear Mr. Mathews:
 We issued comments to you on the above captioned filings on May 16, 2012. As of the
date of this letter, these comments remain outst anding and unresolved.  We  expect you to contact
us by July 2, 2012 to provide a substa ntive response to these comments.
 If you do not respond to the outstanding comments  or contact us by July 2, 2012, we will,
consistent with our obligations under the federal securities laws, decide how we will seek to
resolve material outstanding comments and co mplete our review of your filings and your
disclosure.  Among other things, we may decide  to release publicly, through the agency’s
EDGAR system, all correspondence, including this letter, relating to the review of your filing,
consistent with the staff’s decision to releas e publicly comment letters  and response letters
relating to disclosure filings it has reviewed.  You can find more  information about the staff’s
decision to release filing correspondence at http://www.sec.gov/news/press/2004-89.htm and
http://www.sec.gov/news/press/2005-72.htm.
You may contact Adam F. Turk at (202)  551-3657 if you have any questions.

Mr. Michael Mathews Wizard World, Inc. June 20, 2012 Page 2

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

CORRESP
1
filename1.htm

Wizard
World, Inc.

1350 Avenue of the Americas, 2nd
Floor

New York, NY 10019

June 20, 2012

Mr. Adam Turks

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Wizard World, Inc.

    Form 8-K/A

    Filed April 20, 2012

    Form 10-K/A for Fiscal Year Ended

    December 31, 2010

    Filed April 23, 2012

    Form 10-K for Fiscal Year Ended

    December 31, 2011

    Filed April 16, 2012

    File No. 000-33383

Dear
Mr. Turks:

This will confirm your conversation with
company counsel on June 19, 2012, that Wizard World, Inc. (the “Company”) was not able to respond to the U.S.
Securities and Exchange Commission’s (the “Commission”) comments in its letter, dated May 16, 2012, regarding
the above referenced filings by May 26, 2012, which was the date on which the Commission had requested a response from the Company.

On March 19, 2012, we appointed Mr. John Macaluso as our Chief Executive Officer. The Company was unable to timely respond to
the Commission's comments due to the foregoing transition involving our executive management team. At this time, new management
is gathering necessary corporate documents to respond to historical comments from the Commission. Therefore, the Company respectfully
requests that the deadline for the Company’s response be extended to Friday, June 29, 2012.

Sincerely,

    /s/ John Macaluso

John Macaluso

Chief Executive Officer

May 16, 2012
 Via E-Mail

Mr. Michael Mathews, Chairman Wizard World, Inc.  1350 Avenue of the Americas, 2
nd Floor
New York, New York 10019
Re: Wizard World, Inc.
 Form 8-K/A
Filed April 20, 2012 Form 10-K/A for Fiscal Year Ended  December 31, 2010 Filed April 23, 2012 Form 10-K for Fiscal Year Ended December 31, 2011 Filed April 16, 2012 File No. 000-33383

Dear Mr. Mathews:
 We have reviewed your amended filings a nd your Form 10-K for fiscal year ended
December 31, 2011 and have the following comments.  In some of our comments, we may ask you to provide us with information so we may better understa nd 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.
           Form 8-K/A, filed April 20, 2012

 Executive Compensation, page 25

1. We note your revised disclosure in respons e to comment three of our letter dated
February 21, 2012.  In particular, we not e that the company owes Mr. Shamus $21,281.19
in back salary as of April 20, 2012.  Please revi se to clarify the total amount that was due
pursuant to this verbal agreement.

Michael Mathews Wizard World, Inc. May 16, 2012 Page 2

 Certain Relationships and Re lated Transactions, page 30

2. We note your revised disclosure in response to comment five of our le tter dated February
21, 2012 and we partially reissue the comment .  Since the October 27, 2010 promissory
note was secured by all the assets of Gareb Sh amus Enterprises, clarify whether you have
any recourse to collect such amounts.  In this regard, we note that the company has
determined the note is uncollectible and the balance has been recorded as compensation
expense but it remains unclear whether the co mpany has any remaining legal recourse.
In addition, please add disclosure to this se ction regarding your supplemental statement
that you determined that the cost to foreclos e on the assets of Gary Shamus Enterprises
would far outweigh the benefits of th e assets that could be obtained.

3. We note your response and your revised disclo sure in response to comment six of our
letter dated February 21, 2012 and we partia lly reissue the comment .  Please revise to
clarify as of what specific date the outstandi ng balances of your de bt transactions have
been disclosed and clarify how these transact ions relate to Wizard World, Inc. and its
predecessor.  In this regard, we are unable to  locate responsive di sclosure regarding the
two December 1, 2010 transactions.

4. We note the removal from this section of the acquisition from  Conventions of the domain
name www.wizardworld.com  and the intellectual property re lated to the domain name.
Please add back the related pa rty transaction, as required by Item 404 of Regulation S-K.

5. We reissue comment eight of our letter da ted February 21, 2012.  Please provide the
disclosure required by Item 404(a)(5) of Re gulation S-K for each debt transaction.
 Security Ownership of Certain Benefi cial Owners and Management, page 30

6. We reissue comment nine of our letter da ted February 21, 2012.  Please remove the
statement that all of the sh ares of common stock outstanding are fully paid and non-
assessable, as such statement is a legal conc lusion that you are not qualified to make.

7. We note that Mr. Shamus owns shares through va rious entities listed in the table.  Please
add Mr. Shamus individually to th e table, as he is a beneficial owner of such shares.  This
amount should include the total amount held by Mr. Shamus.

Exhibits

8. We reissue comment 11 of our letter da ted February 21, 2012.  Exhibit 10.1, as
incorporated by reference to the Form 8- K/A filed on November 17, 2011, was not filed
in its entirety.  Please file Exhibit 10.1 in its entirety.  In addition, it does not appear that
you have included Schedule 5(o) to Exhib it 10.16.  Please file Exhibit 10.16 in its
entirety.

Michael Mathews Wizard World, Inc. May 16, 2012 Page 3

 Consolidated Financial Statements, page F-1

9. We note your response to our prior comment 12.  Since you will present audited financial
statements as of and for the year en ded December 31, 2008, the required financial
statements for 2010 are limited to the re porting period preceding the date of the
acquisition, i.e., the interim period ended September 30, 2010.  Please revise the 2010
financial statements to provide the appropr iate periods. Please revise the pro forma
financial statements also.

10. We note your response to our prior comment 12.  Please advise us as to your timeline
for completing the audit for the period ended December 31, 2008.  Please ensure you
also address this financial statement period in any required disclosures in the forepart
of the document.  We may have additiona l comments upon review of these financial
statements and the rela ted disclosures.

Pro Forma Financial Information, page F-16

11. Your response to prior comments 14, 15, 16, 17 and 18 states that you revised the pro
forma financial statements to comply with  these comments; however, we note that no
revisions were made.  Please revise to comp ly with each of these comments which we
have repeated below to facilitate compliance.

12. Please expand the notes to the pro forma financ ial statements to quantify and explain the
specific nature of each of the adjustments (and the individual amounts that have been
aggregated or netted into each adjustment presented).

13. Explain to us why the $1,600 receivable from Kick the Can Corp was eliminated and the
$31,959 prepaid expense was added as pro forma adjustments.

14. If you believe Kick the Can Corp is one of the accounting acquirers, please explain your
conclusion as we cannot determine why it is in cluded in the pro forma presentation when
no audited financial statements of Kick the Ca n Corp were presented separately or on a
combined basis with Conventions.

15. We note you have combined the accumulated defi cit of all three entities in the pro forma
balance sheet.  Please note that only the accu mulated deficit of the accounting acquirer(s)
should be brought forward as the pro forma balance of accumulated deficit.   The historical accumulated deficit of the sh ell company should be eliminated against
Additional Paid-in Capital.  Please revise or tell us why you believe this adjustment is not
necessary.

16. Please note that only the results of operati ons of the accounting ac quirer(s) are brought
forward to the pro forma results of operations .  Please revise to present as eliminating
adjustments the results of opera tions of the shell company.

Michael Mathews Wizard World, Inc. May 16, 2012 Page 4

Form 10-K for Fiscal Year Ended December 31, 2010

17. We continue to note that your much of your Form 10-K for fiscal year ended December
31, 2010 includes disclosure for 2011 and 2012 rath er than as of your fiscal year end,
December 31, 2010, leaving it difficult to dete rmine the company’s business goals and
condition at that time. Please note that you may include additional material information to
the extent necessary to make the required information not misleading.  See Exchange Act
Rule 12b-20.  Such additional material inform ation may not be a substitute for the Form
10-K required information for the period covere d by the report.  Please revise your filing
accordingly.
18. Please revise the disclosure to comply with the comments issued on the Form 8-K, as
applicable.

Form 10-K for Fiscal Year Ended December 31, 2011

19. Please revise the disclosure to comply with the comments issued on the Form 8-K, as
applicable.

Item 1. Business, page 4

20. Please provide the more specific company hist ory information, as provided in the Form
10-K for the year ended December 31, 2010, as such information is required by Item
101(h)(1) of Regulation S-K.
21. Please reconcile the number of conventions held in 2010.  The Form 10-K for the year
ended December 31, 2010 refers to nine but  this Form 10-K refers to eight.

Conventions, page 4

22. We note your response to comment 23 of our le tter dated February 21, 2012.  Revise your
filing to reflect your response.  In this regard, it unclear what is meant by “focus on” but
your response clarifies that you plan to hold only six conventions.  In addition, as
previously requested, please discuss in greate r detail the reducti on in the number of
conventions and the reasons for the reductio ns.  Similarly revise  the MD&A overview
section.

Michael Mathews Wizard World, Inc. May 16, 2012 Page 5

 Digital Media, page 5

23. We note your response to comment 22 of our  letter dated February 21, 2012.  Please
disclose the material terms of the marketing ag reement with Toywiz, Inc. and attach it as
an exhibit in accordance with Item 601(b)(10) of Regulation S-K.  Fi nally, please revise
to disclose your planned arrangements for any additional agreements with other third party sites.
 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 21

24. We note your response to comment 24 of our  letter dated February 21, 2012.  Please
revise to discuss the impact  loss of Mr. Shamus’ services has had or will have on the
company.  If you do not expect there to be an  impact, please state this is the case and
explain the basis for your beli ef.  In this regard we note prior risk factor disclosure
relating to your dependence upon Mr. Shamus and the fact that Mr. Shamus founded the
company and was the control person.
 Executive Compensation, page 36

25. Please include in the summary compensa tion table the compensation Mr. Mathews
received pursuant to the consulting agr eement.  The summary compensation table
requires all compensation, direct or indirect.

Item 13.  Certain Relationships a nd Related Transactions, page 45

26. We note that you have not include d disclosure in this  section of the not es payable entered
into in 2010.  To the extent  the notes payable remain out standing disclosure would be
required.  We again direct your attention to the related notes payable in the financial
statements.
27. We note the related party agreements in th is section.  Please specify the amounts paid
during the last fiscal year pursuant to these agreements , as required by Item 404 of
Regulation S-K.  In addition, please f ile each agreement as an exhibit.

Exhibits

28. We note Exhibit 10.18 is missing an exhibit.  We  also note that Exhibit 10.1 to the Form
8-K filed March 19, 2012 is missing an exhibit a nd a schedule.  Please file these exhibits
in their entirety with your ne xt amendment, in accordan ce with Item 601(b)(10) of
Regulation S-K.  Lastly, Exhibit 10.1 to the Form 8-K filed on April 5, 2012 refers to a
Form 8-K for the Certificate of Designations.  To the extent this has already been filed as
an exhibit, please specifically refer to the E xhibit, in addition to the periodic report where

Michael Mathews Wizard World, Inc. May 16, 2012 Page 6

 the certificate of designation is found.  In addition, Schedul e 1 to Exhibit 10.1 to the
Form 8-K filed on April 5, 2012 is not completed.  Please file Exhibit 10.1 in its entirety.

Consolidated Statement of Stockholders' Deficit, page F-5

29. We note you have presented an amount related to “direct expense to  accumulated deficit
for derivative liability” on your Consolidated Statement of Stockholders’ Deficit.  Please
provide your basis for this amount and th e presentation within the Statement of
Stockholders’ Deficit.  Please include referenc es to the relevant accounting literature to
support your accounting treatment.

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.
You may contact Jamie Kessel at (202) 551-3727 or Tia Je nkins at (202) 551-3871 if you
have questions regarding comments on the financ ial statements and related matters.  Please
contact Erin Wilson at (202) 551-6047 or Pame la Howell at (202) 551-3357 with any other
questions.

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

CORRESP
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Wizard World, Inc.

1350 Avenue of the Americas, 2nd
Floor

New York, NY 10019

April 20, 2012

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.

Form 8-K/A

Filed February 1, 2012

File No. 000-33383

Dear Ms. Howell:

By letter dated February 21, 2012, 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
(i) the Company’s Current Report on Form 8-K/A, filed on February 1, 2012 (the “Current Report”) and (ii)
the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (the “Form 10-K”). We are
in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments. For your convenience,
the comments are listed below, followed by the Company’s response.

Form 8-K/A, filed February 1, 2012

General

1.	We note that
you anticipated filing your quarterly reports on forms 10-Q for the quarterly periods ended March 31, 2010, June 30, 2010 and September
30, 2010 on or before February 13, 2012. We note that no revised filings have been made to date. Please advise us of your updated
timeline for filing your missing Exchange Act reports.

RESPONSE: Pursuant to our conversation
with the Staff, the above comment should make reference to the quarterly period ended March 31, 2011, June 30, 2011 and September
30, 2011. These periodic reports have been filed with the Commission.

Business, page 3

Company History, page 4

2.	We note the
extensive deletions in this section. Please advise us why the deleted disclosure, such as the background of the business of Kick
the Can and the disclosure related to the Exchange Agreement, is not material to investors or revise to add back such disclosure.

RESPONSE: We have revised this section
to add back the deleted disclosure to the Current Report.

Executive Compensation, page 33

3.	We note your
response to comment six of our letter dated December 19, 2011. Please revise your disclosure to quantify the payments you discuss
for each termination or change in control event. In addition, we note the discussion of the compensation to be paid to Mr. Shamus
in connection with his resignation on page 50. Please quantify the amount paid or to be paid.

RESPONSE:
The Company has revised this section to appropriately reflect the termination of Mr. Shamus’ employment. Subsequent to the
agreement’s termination, Mr. Shamus executed a mutual release with the Company, pursuant to which Mr. Shamus released any
and all prior or existing claims he may have against the Company, monetary or otherwise. Notwithstanding the release agreement,
on or about January 15, 2012, the Company and Mr. Shamus verbally agreed that any past due salary previously owed to Mr.
Shamus would be repaid in cash at a rate of $10,000 per month until there is a zero balance. As of April 20, 2012, the outstanding
back salary equals $21,381.19.

4.	We note the
disclosure in footnote two to the summary compensation table that the company determined the loan to Wizard Entertainment was uncollectable
and was determined to be compensation to Mr. Shamus due to his control of the company. Please revise the summary compensation table
to reflect such amount in the all other compensation column.

RESPONSE: We have revised the summary
compensation table to include such amount in the other compensation column.

Certain Relationships and Related Transactions,
page 31

5.	Please clarify
in the second paragraph of this section the relationship between Gareb Shamus Enterprises and Wizard Entertainment. You state the
promissory note was entered into with Gareb Shamus Enterprises but then state that the amount was determined to not be collectible
from Wizard Entertainment. The disclosure in this paragraph is unclear and should be revised. In addition, since the note was secured
by all the assets of Gareb Shamus Enterprises, clarify whether you have any recourse to collect such amounts.

RESPONSE: We have revised our disclosures
to disclose the relationship between Gareb Shamus Enterprises and Wizard Entertainment. Wizard Entertainment is “doing business
as” Gareb Shamus Enterprises. The Company concluded that the costs to foreclose on assets of Gareb Shamus Enterprises would
far outweigh the benefits of the assets that could be obtained and thus, is not currently pursuing that option.

6.	We note your
revised disclosure in response to comment eight of our letter dated December 19, 2011 and we reissue the comment. Please revise
to clarify as of what specific date the outstanding balances of your debt transactions have been disclosed. In addition, please
clarify how these transactions relate to Wizard World Inc. and its predecessor and tell us how you accounted for these transactions.
We continue to note that these transactions do not appear to be reflected in the financial statements. Furthermore, it appears
that you may be using the reference to “Conventions” in this section differently than as disclosed at the beginning
of the Form 8-K. For instance, you refer to acquiring the domain name and intellectual property rights from Conventions. However,
the disclosure on page one reflects that the company acquired Conventions. Please provide clear disclosure throughout this section
of these related party transactions.

RESPONSE: Our disclosure has been
revised to clarify the specific date the outstanding balances of the Company’s debt transactions have been disclosed. In
addition, our disclosures have been revised to clarify how these transactions relate to Wizard World Inc. and its predecessor,
and how we accounted for these transactions.

These transactions will not be disclosed
in the financial statements. The financial statements included in the filing are that of Wizard Conventions, Inc. The above referenced
transactions are by and between Wizard World, Inc. and Gareb Shamus Enterprises. Wizard Conventions, Inc., while a wholly-owned
subsidiary of Gareb Shamus Enterprises, was not a party to these transactions. These transactions were disclosed in the Company’s
annual report on Form 10-K for the year ended December 31, 2010, where the consolidated financial statements of Wizard World and
Wizard Conventions were provided.

We have omitted the disclosure regarding
the acquiring the domain name and intellectual property rights from Conventions. The Company has concluded that Conventions is
the predecessor of the Company.

7.	It appears that
you have discussed the October 27, 2010 promissory note to Gareb Shamus Enterprises twice in this section. These two discussions
are not consistent with each other. Please revise accordingly.

RESPONSE: We have removed the duplicative
reference in the Current Report.

8.	We reissue comment
nine of our letter dated December 19, 2011. Please provide the disclosure require by Item 404(a)(5) of Regulation S-K for each
debt transaction.

RESPONSE: We have included the disclosure
required by Item 404(a)(5) of Regulation S-K.

Security Ownership of Certain Beneficial
Owners and Management, page 32

9.	Please remove
the statement that all of the shares of common stock outstanding are fully paid and non-assessable, as such statement is a legal
conclusion that you are not qualified to make.

RESPONSE: We have revised the Current
Report to remove the above referenced language.

10.	While we note
that Mr. Shamus is no longer an officer or director of the company, since he was at the time of the filing of the initial Form
8-K, please add back the disclosure regarding Mr. Shamus in the appropriate sections, such as the beneficial ownership table.

RESPONSE: We have added back the
disclosure regarding Mr. Shamus into the Current Report.

Exhibits

11.	We note your
response to comment 10 of our letter dated December 19, 2011 and we reissue the comment. We are unable to locate an amendment to
the Form 8-K filed August 30, 2011. In addition, the Exhibit 10.1 filed with the Form 8-K/A filed February 1, 2012 appears to differ
from the Exhibit 10.1 as filed with the August 30, 2011 Form 10-K. That Exhibit 10.1 was dated as of August 2011, while the other
one is dated December 6, 2010. Please file Exhibit 10.1 to the Form 8-K dated August 30, 2011 in its entirety.

RESPONSE: We have filed the above
referenced exhibit with the Company’s recently filed Annual Report on Form 10-K for the year ended December 31, 2011. That
document is incorporated by reference to the Current Report.

Consolidated Financial Statements, page
F-1

12.	We note in
your response to our prior comment 12 that you planned to file a waiver request by February 3, 2012 regarding the inclusion of
financial statements of Wizard Conventions as of and for the year ended December 31, 2008. In addition, since the merger occurred
on December 7, 2010, historical premerger financial statements of Conventions should not be presented as of and for the year ended
December 31, 2010. We have not yet received the waiver request. Please provide us with your updated plans to file this request.

RESPONSE: The Company filed the
waiver request with the Commission on Monday, February 27, 2012. Our request for waiver was denied. Our auditors are conducting
an audit of the December 31, 2008 financial statements and we will include them in an amendment to the Current Report as soon as
they become available.

13.	We note your
response to our prior comment 13. Your response indicates that Wizard World loaned the amounts to Gareb Shamus Enterprises and
that the transaction is presented in the post-merger financial statements included in the Form 10-K. However, you disclose on page
32 of the amended Form 8-K that on October 27, 2010, Conventions loaned to Gareb Shamus Enterprises an aggregate principal amount
of $329,807.49 and an additional amount of $11,079.84 in interest was accrued. Since the historical financial statements in the
Form 8-K are those of Conventions and October 27, 2010 precedes the date of the merger, please tell us how this transaction is
reflected within those financial statements and also explain the difference between this transaction and the apparently identical
transaction between Kick the Can Corp and Gareb Shamus Enterprises that is disclosed on page 31.

RESPONSE: We have revised the disclosure
to properly disclose the transaction. Wizard Conventions did not loan Gareb Shamus Enterprises $329,807.49. Wizard World, Inc.
(formerly GoEnergy, Inc.) loaned this amount to Gareb Shamus Enterprises. As such, this transaction is not reflected in the financial
statements or related footnotes of Conventions.

Pro forma Financial Information, page
F-16

14.	Please expand
the notes to the pro forma financial statements to quantify and explain the specific nature of each of the adjustments (and the
individual amounts that have been aggregated or netted into each adjustment presented).

RESPONSE: Our pro forma disclosure
has been revised to explain the specific nature of each of the adjustments.

15.	Explain to
us why the $1,600 receivable from Kick the Can Corp was eliminated and the $31,959 prepaid expense was added as pro forma adjustments.

RESPONSE: Our pro forma disclosure
has been revised to further disclose each of the adjustments.

16.	If you believe
Kick the Can Corp is one of the accounting acquirers, please advise as we cannot determine why it is included in the pro forma
presentation when no audited financial statements of Kick the Can Corp were presented separately or on a combined basis with Conventions.
Please advise.

RESPONSE: Our pro forma presentation
has been revised to only show Wizard Conventions as the accounting acquirer.

17.	We note you
have combined the accumulated deficit of all three entities in the pro forma balance sheet. Please note that only the accumulated
deficit of the accounting acquirer(s) should be brought forward as the pro forma balance of accumulated deficit. The historical
accumulated deficit of the shell company should be eliminated against Additional Paid-in Capital. Please revise or tell us why
you believe this adjustment is not necessary.

RESPONSE: Our pro forma presentation
has been revised to only show Wizard Conventions as the accounting acquirer.

18.	Please note
that only the results of operations of the accounting acquirer(s) are brought forward to the pro forma results of operations. Please
revise to present as eliminating adjustments the results of operations of the shell company.

RESPONSE: Our pro forma presentation
has been revised to only show Wizard Conventions as the accounting acquirer.

19.	We note you
have not yet received an accommodation to provide financial statements for periods beyond the date of the merger in the Form 8-K.
Please file that waiver request and if granted, please clearly separate the activity recorded for the period December 8 through
December 31 from your other pro forma adjustments. Other disclosures may be required regarding the content of the results of operations
for that period.

RESPONSE: Our request for waiver
was denied. We are currently having the December 31, 2008 financial statements audited and will provide them in an amendment to
the Current Report as soon as they become available.

Form 10-K for Fiscal Year Ended December
31, 2010

20.	We note that
your much of your filing includes disclosure for 2011 and 2012 rather than as of your fiscal year end, December 31, 2010. Please
note that you may include additional material information to the extent necessary to make the required information not misleading.
See Exchange Act Rule 12b-20. Such additional material information may not be a substitute for the Form 10-K required information
for the period covered by the report. Please revise your filing accordingly.

RESPONSE: We have revised the Form
10-K to include relevant disclosure for the year ended December 31, 2010, where applicable.

21.	Please revise
the disclosure to comply with the comments issued on the Form 8-K, as applicable.

RESPONSE: We have amended the Form
10-K in consideration of the comments issued by the Staff re: the Company’s Current Report.

Subsequent Business Operations, page
3

22.	Please specify
when in the further quarter you launched the Wizard World Entertainment Network. In addition, we note the reference to www.toywiz.com
as a third party site. Please clarify who owns the site and the terms of the agreement relating to this third party site and your
planned arrangements for any additional agreements with other third party sites.

RESPONSE: The Wizard World Entertainment
Network was launched in September 2011. We have revised the disclosure to clarify this. The website www.toywiz.com is owned and
operated by Toywiz, Inc. Ken Shamus, the brother of the Company’s former Chief Executive Officer Gareb Shamus, is the President
of Toywiz. Under the terms of the marketing agreement entered into by the parties on May 31, 2011, Toywiz
is paid 50% of the advertising revenue attributable to the Toywiz site, with a minimum guarantee of $5,000.00 per month.

23.	We note the
statement that you plan on focusing on six of the most popular conventions. Please clarify whether this means you will only hold
six conventions in 2012. If so, this appears to be a material reduction in the amount of conventions, down from nine in the prior
two years. Please discuss in greater detail the reduction in conventions, and the reasons for the reduction.

RESPONSE: The Company plans on holding
only six conventions in 2012. During 2011, the Company held a total of nine conventions. The Company’s plan in 2012 is to
focus its efforts at what it believes to be its most profitable conventions.

Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations, page 19

24.	We note that
Mr. Shamus is no longer an offi

CORRESP
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filename1.htm

Wizard
World, Inc.

1350 Avenue of the Americas, 2nd
Floor

New York, NY 10019

April 16, 2012

Ms. Erin Wilson

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Wizard World, Inc.

Form 8-K/A

Filed February 1, 2012

File
No. 000-33383

Dear
Ms. Wilson:

This
will confirm your conversation with company counsel on April 16, 2012, that Wizard World, Inc. (the “Company”)
was not able to respond to the U.S. Securities and Exchange Commission’s (the “Commission”) comments
in its letter, dated February 21, 2012, regarding the Company’s Form 8-K/A by April 13, 2012, which was the date on which
the Commission had requested a response from the Company. Therefore, the Company respectfully requests that the deadline
for the Company’s response be extended to Friday, April 20, 2012.

Please contact
me on (646) 801-5572 should you have any question. Thank
you for your attention.

Sincerely,

    /s/ John Macaluso

John Macaluso

Chief Executive Officer

March 30, 2012
 Via E-Mail

Mr. Michael Mathews, Chairman Wizard World, Inc.  1350 Avenue of the Americas, 2
nd Floor
New York, New York 10019
Re: Wizard World, Inc.
 Form 8-K/A
Filed February 1, 2012 File No. 000-33383

Dear Mr. Mathews:
 We issued a comment letter to you on the above captioned filings on February 21, 2012.
As of the date of this letter, these comment s remain outstanding and unresolved. We expect you
to contact us by April 13, 2012 to provide a substan tive response to the comments or to advise us
why you are unable to respond and when  you will be able to do so.
 If you do not respond to the outstanding comm ents or contact us by April 13, 2012, we
will, consistent with our obligati ons under the federal securities laws, decide how we will seek to
resolve material outstanding comments and co mplete our review of your filings and your
disclosure. Among other things, we may decide to release publicly, through the agency’s
EDGAR system, all correspondence, including this letter, relating to the review of your filings,
consistent with the staff’s decision to releas e publicly comment letters  and response letters
relating to disclosure filings it has reviewed. You can find more  information about the staff’s
decision to release filing correspondence at  http://www.sec.gov/news/press/2004-89.htm
 and
http://www.sec.gov/news/press/2005-72.htm .

Please contact Erin Wilson at (202) 551-6047 with any questions.

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

CORRESP
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Wizard
World, Inc.

1350 Avenue of the Americas, 2nd
Floor

New York, NY 10019

March 13, 2012

Ms. Erin Wilson

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Wizard World, Inc.

Form 8-K/A

Filed February 1, 2012

File
No. 000-33383

Dear
Ms. Wilson:

This
will confirm your conversation with company counsel on March 12, 2012, that Wizard World, Inc. (the “Company”)
was not able to respond to the U.S. Securities and Exchange Commission’s (the “Commission”) comment letter,
dated February 21, 2012 (the “Letter”), regarding the Company’s Form 8-K/A by the tenth business day after
the date of the Letter because the Company is in the process of preparing financial statements for certain periods as requested
by the Commission. Therefore, the Company respectfully requests that the deadline for the Company’s response be extended
to Tuesday, March 20, 2012.

Please contact
me on (646) 801-5572 should you have any question. Thank
you for your attention.

Sincerely,

    /s/ Michael Mathews

Michael Mathews

Executive Chairman

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

CORRESP
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WIZARD WORLD, INC.

1350 AVENUE OF THE AMERICAS, 2ND
FLOOR

NEW YORK, NY 10019

February 27, 2012

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Chief Accountant

100 F Street, NE

Washington, D.C. 20549

Re: Request of Waiver

Wizard World, Inc. (the “Company”)
respectfully requests a waiver of the requirement to file an audit of the Company’s predecessor, Wizard Conventions, Inc.
for the year ended December 31, 2008.

On December 7, 2010, the Company entered into
a share exchange agreement with Kick the Can Corp (“Kick the Can”). The Company filed with the U.S. Securities and
Exchange Commission (“SEC”) audited financial statements of Kick the Can for the period from September 20, 2010 (date
of inception) to September 30, 2010.

Upon receipt of comments from the SEC, the
Company reassessed the transaction and the predecessor/successor relationships. The Company determined that Kick the Can was actually
a de-facto successor to Wizard Conventions, Inc., resulting in a reporting requirement of audited financial statements of Wizard
Conventions, Inc.

The Company immediately commenced the audit
process on the December 31, 2010 and 2009 financial statements of Wizard Convention, Inc. Because of the passage of time, the Company
concluded that the cost and information provided to the user of the financial statements would benefit more from the audits of
the years ended December 31, 2010 and 2009, as opposed to filing audits for the years ended December 31, 2009 and 2008.

The Company also determined that the time and
cost of the 2008 audit would far outweigh the benefit and usefulness of such stale information.

The Company requests that the SEC waive the
2008 audit requirement as it will only cause undue expense for the Company and its shareholders, time and burden on the Company
and will not provide investors and the public with relevant, useful or timely information.

Very truly yours,

/s/ Michael Mathews

        Michael Mathews

        Executive Chairman

February 21, 2012
 Via E-Mail

Mr. Michael Mathews, Chairman Wizard World, Inc.  1350 Avenue of the Americas, 2
nd Floor
New York, New York 10019
Re: Wizard World, Inc.
 Form 8-K/A
Filed February 1, 2012 File No. 000-33383

Dear Mr. Mathews:
 We have reviewed your amended filing and ha ve the following comments.  In some of
our comments, we may ask you to provide us wi th 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.

Form 8-K/A, filed February 1, 2012

 General

1. We note that you anticipated filing your quart erly reports on forms 10-Q for the quarterly
periods ended March 31, 2010, June 30, 2010 and September 30, 2010 on or before February 13, 2012.  We note that no revised fi lings have been made to date.  Please
advise us of your updated timeline for filing your missing Exchange Act reports.
 Business, page 3

Company History, page 4

2. We note the extensive deletions in this s ection.  Please advise us why the deleted
disclosure, such as the background of the bus iness of Kick the Can and the disclosure
related to the Exchange Agreement, is not materi al to investors or revi se to add back such
disclosure.

Michael Mathews Wizard World, Inc. February 21, 2012 Page 2

Executive Compensation, page 33

3. We note your response to comment six of our  letter dated December 19, 2011.  Please
revise your disclosure to quantify the pa yments you discuss for each termination or
change in control event.  In addition, we note the discussion of the compensation to be
paid to Mr. Shamus in connection with hi s resignation on page 50.  Please quantify the
amount paid or to be paid.

4. We note the disclosure in footnote two to the summary compensation table that the
company determined the loan to Wizard Entertainment was uncollectable and was determined to be compensation to Mr. Shamus  due to his control of the company.  Please
revise the summary compensation table to  reflect such amount in the all other
compensation column.
 Certain Relationships and Re lated Transactions, page 31

5. Please clarify in the second pa ragraph of this section th e relationship between Gareb
Shamus Enterprises and Wizard Entertainmen t.  You state the promissory note was
entered into with Gareb Shamus Enterpri ses but then state that the amount was
determined to not be collectible from Wizar d Entertainment.  The disclosure in this
paragraph is unclear and should be revised.  In addition, since the note was secured by all
the assets of Gareb Shamus Enterprises, clar ify whether you have any recourse to collect
such amounts.
6. We note your revised disclosure in respons e to comment eight of our letter dated
December 19, 2011 and we reissue the comment.  Please revise to clarify as of what
specific date the outstanding balances of your de bt transactions have been disclosed.  In
addition, please clarify how these transacti ons relate to Wizard World Inc. and its
predecessor and tell us how you accounted for these transactions.  We continue to note that these transactions do not  appear to be reflected in  the financial statements.
Furthermore, it appears that you may be usi ng the reference to “C onventions” in this
section differently than as disclosed at the beginning of the Form 8-K.  For instance, you
refer to acquiring the domain name and in tellectual property right s from Conventions.
However, the disclosure on page one reflect s that the company acquired Conventions.
Please provide clear disclosure th roughout this section of these related part y transactions.

7. It appears that you have di scussed the October 27, 2010 promissory note to Gareb
Shamus Enterprises twice in this section.  Th ese two discussions are not consistent with
each other.  Please revise accordingly.
8. We reissue comment nine of our letter  dated December 19, 2011.  Please provide the
disclosure require by Item 404(a)(5) of Re gulation S-K for each debt transaction.

Michael Mathews Wizard World, Inc. February 21, 2012 Page 3

Security Ownership of Certain Benefi cial Owners and Management, page 32

9. Please remove the statement that all of the shares of common stock outstanding are fully
paid and non-assessable, as such statement is  a legal conclusion that  you are not qualified
to make.
10. While we note that Mr. Shamus is no longer an  officer or director of the company, since
he was at the time of the filing of the initia l Form 8-K, please add back the disclosure
regarding Mr. Shamus in the appropriate sectio ns, such as the benefi cial ownership table.
 Exhibits

11. We note your response to comment 10 of our  letter dated December 19, 2011 and we
reissue the comment.  We are unable to lo cate an amendment to the Form 8-K filed
August 30, 2011.  In addition, the Exhibit 10.1 filed with the Form 8-K/A filed February 1, 2012 appears to differ from the Exhibit 10.1 as filed with the August 30, 2011 Form
10-K.  That Exhibit 10.1 was dated as of  August 2011, while the other one is dated
December 6, 2010.  Please file Exhibit 10.1 to  the Form 8-K dated August 30, 2011 in its
entirety.

Consolidated Financial Statements, page F-1

12. We note in your response to our prior comm ent 12 that you planned to file a waiver
request by February 3, 2012 regarding the incl usion of financial statements of Wizard
Conventions as of and for the year en ded December 31, 2008.  In addition, since the
merger occurred on December 7, 2010, historic al premerger financial statements of
Conventions should not be presented as of  and for the year ended December 31, 2010.
We have not yet received the waiver request.  Please provide us with your updated plans
to file this request.

13. We note your response to our prior comment 13.  Your response indicates that Wizard
World loaned the amounts to Gareb Shamus Enterprises and that the transaction is
presented in the post-merger financial statem ents included in the Form 10-K.  However,
you disclose on page 32 of the amended Form 8-K that on October 27, 2010, Conventions loaned to Gareb Shamus Ente rprises an aggregate principal amount of
$329,807.49 and an additional amount of $11,079.84 in interest was accrued. Since the historical financial statements in the Form  8-K are those of Conventions and October 27,
2010 precedes the date of the merger, please te ll us how this tran saction is reflected
within those financial statements and also ex plain the difference between this transaction
and the apparently identical transaction between Kick the Can Corp and Gareb Shamus
Enterprises that is di sclosed on page 31.

Michael Mathews Wizard World, Inc. February 21, 2012 Page 4

Pro forma Financial Information, page F-16

14. Please expand the notes to the pro forma financ ial statements to quantify and explain the
specific nature of each of the adjustments (and the individual amounts that have been
aggregated or netted into each adjustment presented).

15. Explain to us why the $1,600 receivable from Kick the Can Corp was eliminated and the
$31,959 prepaid expense was added as pro forma adjustments.

16. If you believe Kick the Can Corp is one of the accounting acquirers, pl ease advise as we
cannot determine why it is included in the pro forma presentation when no audited financial statements of Kick the Can Corp were presented separately or on a combined
basis with Conventions.  Please advise.

17. We note you have combined the accumulated defi cit of all three entiti es in the pro forma
balance sheet.  Please note that only the accu mulated deficit of the accounting acquirer(s)
should be brought forward as the pro forma balance of accumulated deficit.   The historical accumulated deficit of the sh ell company should be eliminated against
Additional Paid-in Capital.  Please revise or tell us why you believe this adjustment is not
necessary.

18. Please note that only the results of operati ons of the accounting ac quirer(s) are brought
forward to the pro forma results of operations .  Please revise to present as eliminating
adjustments the results of opera tions of the shell company.

19. We note you have not yet received an accommoda tion to provide financial statements for
periods beyond the date of the merger in the Form 8-K.  Please file  that waiver request
and if granted, please clearly separate the activity recorded  for the period December 8
through December 31 from your other pro forma adjustments.  Other disclosures may be required regarding the content of the re sults of operations for that period.
 Form 10-K for Fiscal Year Ended December 31, 2010

20. We note that your much of your filing incl udes disclosure for 2011 and 2012 rather than
as of your fiscal year end, December 31, 2010. Please note that you may include additional material information to the extent  necessary to make the required information
not misleading.  See Exchange Act Rule 12b-20.  Such additional material information
may not be a substitute for the Form 10-K required information for the period covered by
the report.   Please revise your filing accordingly.
21. Please revise the disclosure to comply with the comments issued on the Form 8-K, as
applicable.

Michael Mathews Wizard World, Inc. February 21, 2012 Page 5

Subsequent Business Operations, page 3

22. Please specify when in the further quarter you launched the Wizard World Entertainment
Network.  In addition, we note the reference to www.toywiz.com  as a third party site.
Please clarify who owns the site  and the terms of the agreement relating to this third party
site and your planned arrangements for any a dditional agreements w ith other third party
sites.
23. We note the statement that you plan on focusi ng on six of the most popular conventions.
Please clarify whether this means you will only ho ld six conventions in 2012.  If so, this
appears to be a material reduction in the am ount of conventions, down from nine in the
prior two years.  Please di scuss in greater detail the re duction in conventions, and the
reasons for the reduction.

Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 19

24. We note that Mr. Shamus is no longer an offi cer or director of the company.  Please
discuss any impact his leaving the compa ny has had or may have upon your business
operations and or business plans.  In particular we note the prio r risk factor in the Form 8-
K regarding your dependence upon the services provided by Mr. Shamus.
 Item 10.  Directors, Executive Officer s and Corporate Governance, page 28

25. Please provide the information required by It em 401(e) of Regulation S-K for Messrs.
Shamus and Fields, since they were officers and directors as of th e fiscal year ended
December 31, 2010.
26. Please discuss Mr. Mats’ business experience from July 2007 until June 2010.

Item 11.  Executive Compensation, page 31

27. Please revise to provide summary compensation information for the past two fiscal years,
as required by Item 402(n) of Regulation S- K.  See Instruction 1 to Item 402(n).

28. Please file the consulting agreement with Mr. Mathews as an exhibit.  Please file the
director agreements as exhibits.
 Item 13.  Certain Relationships a nd Related Transactions, page 38

29. Please disclose all related party transactions  in this section, as required by Item 404 of
Regulation S-K.  For instance, we direct your  attention to the related party note payable
in the financial statements.

Michael Mathews Wizard World, Inc. February 21, 2012 Page 6

Exhibits

30. Please file as exhibits or incorporate by refere nce to those material contracts, as required
by Form 10-K.  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.
You may contact Jamie Kessel at (202) 551-3727 or Tia Je nkins at (202) 551-3871 if you
have questions regarding comments on the financ ial statements and related matters.  Please
contact Erin Wilson at (202) 551-6047 or Pame la Howell at (202) 551-3357 with any other
questions.
Sincerely,
   /s/ Pamela Howell
 for
   John Reynolds
Assistant Director

CORRESP
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Wizard World, Inc.

1350 Avenue of the Americas, 2nd
Floor

New York, NY 10019

February 1, 2012

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.

    Form 8-K/A

    Filed November 17, 2011

    File No. 000-33383

Dear Ms. Howell:

By letter dated December 19, 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/A
filed on November 17, 2011 (the “Filing”). We are in receipt of your letter and set forth below are the Company’s
responses to the Staff’s comments. For your convenience, the comments are listed below, followed by the Company’s response.

Form 8-K/A, filed November 17, 2011

General

1.
Please advise us of your timeline for filing your missing Exchange Act reports.

RESPONSE: The Company filed its annual
report on Form 10-K for the fiscal year ended December 31, 2010 on January 13, 2012. The Company anticipates filing its quarterly
reports on Form 10-Q, for the periods ended March 31, 2010, June 30, 2010 and September 30, 2010 on or before February 13, 2012.

Business, page 3

Background, page 4

2.
We reissue comment two of our letter dated October 11, 2011 as we are unable to locate responsive
disclosure. In this regard, we continue to note the representation that Conventions holds the production rights to 12 conventions;
however, the second to last paragraph on page five lists 11.

RESPONSE: We have revised our disclosure
to clarify that Conventions is currently the owner of the production rights to 11 conventions.

3.
We note your response to comment four of our letter dated October 11, 2011. Please revise your
disclosure to reflect your response that cumulative payments are capped at $60,000.

RESPONSE:
We have revised our disclosure to include that cumulative payments are capped at $60,000.

Strategy,
page 7

4.
We note your response to comment five of our letter dated October 11, 2011. However, we are unable
to locate the disclosure you say has been revised accordingly. We reissue the comment. Please reconcile your disclosure, “if
[you] were to receive revenues” from operations “from conventions with your substantial convention revenue line item
in your statement.

RESPONSE: We have revised our disclosure
to reconcile the above statements.

Growth Strategy, page 11

5.
We partially reissue comment six of our
letter dated October 11, 2011. Please discuss your plan of raise additional capital through private placements in greater detail.

RESPONSE:
We have revised the Filing to include the Company’s specific plan to raise capital through private placements in greater
detail.

Executive Compensation, page 33

6.
We note your revised disclosure in response to comment 13 of our letter dated October 11, 2011.
Please revise your disclosure to quantify the payments you discuss for each termination or change in control event. In addition,
to the extent Mr. Shamus will receive any payments relating to his resignation, please discuss.

RESPONSE: There were no payments made
related to any termination or change of control events. We have amended the Filing to update the disclosure related to Mr. Shamus’
employment agreement after his resignation on December 1, 2011.

7.
We reissue comment 14 of our letter dated
October 11, 2011. While Mr. Shamus did not become CEO of the company until December 7, 2011, Mr. Shamus is also CEO of Conventions,
which was acquired by the company, and therefore the compensation provided to Mr. Shamus through Conventions should be disclosed
in this section. Please note that Item 402 requires disclosure of all compensation, direct and indirect. Therefore, the compensation
paid by the parent of Conventions to Mr. Shamus as compensation for his employment at Conventions would be included in the table.

RESPONSE: The Filing has been revised
to include Mr. Shamus’ compensation from Conventions.

Certain Relationships and Related Transactions, page
36

8.
We note your response to comment 16 of our letter dated October 11, 2011 and we reissue the comment
as we are unable to locate any revised disclosure in response to this comment. Please revise to clarify as of what date the outstanding
balances of your debt transactions have been disclosed. In addition, please clarify how these transactions relate to Wizard World
Inc. and its predecessor and tell us how you accounted for these transactions. We continue to note that these transactions do not
appear to be reflected in the financial statements. It appears that you may be using the reference to “Conventions”
in this section differently than as disclosed at the beginning of the Form 8-K. For instance, you refer to acquiring the domain
name and intellectual property rights from Conventions. However, the disclosure on page one reflects that the company acquired
Conventions. Please provide clear disclosure throughout this section of these related party transactions.

RESPONSE: We have revised our disclosure
to further disclose the balances referenced above.

9.
We note your revised disclosure in response to comment 17 of our letter dated October 17, 2011.
Please revise further to include the disclosure required by Item 404(a)(5) of Regulation S-K.

RESPONSE: We have further revised our
disclosure required by Item 404(a)(5) of Regulation S-K.

Exhibits

10.
We note your response to comment 18 of our letter dated October 11, 2011 and we partially reissue
the comment. We note that Exhibit 10.1 is still missing exhibits, schedules and/or attachments. Furthermore, it is unclear how
Exhibit 10.1 to the Form 8-K filed on August 30, 2011 has been amended to comply with the comment as we do not see that it has
been refilled. Thus, Exhibit 10.1 to the Form 8-K filed on August 30, 2011 is still missing exhibits, schedules and/or attachments.
Please file these exhibits in their entirety.

RESPONSE: We have filed an amendment
to the Form 8-K filed on August 30, 2011, to comply with the Staff’s comment. Furthermore, we have re-filed Exhibit 10.1
with a complete list of schedules, exhibits and attachments, except for Exhibit E, which is the Super 8-K/A document itself.

11.
Please file Exhibits 3.6, 3.7, and 3.8 in the proper electronic format. Please note that while
you may file electronic documents as an image as an unofficial copy, you must still file your exhibits with an acceptable electronic
format. Refer to Rule 102(a) of Regulation S-T and Section 2.1 of Volume II of the EDGAR Filer Manual.

RESPONSE: We have re-filed exhibits
3.6, 3.7 and 3.8 in the proper electronic format.

Consolidated Financial Statements

12.
Please note that the Form 8-K would require audited financial statements of Wizard Conventions
as of and for the year ended December 31, 2008. You state in the response to prior comment 20 that you plan to submit a request
to the Division’s Office of the Chief Accountant regarding that requirement. Please tell us when you plan to do so as this
matter cannot be resolved until you either provide the 2008 financial statements in the Form 8-K or you follow through on your
stated plan.

RESPONSE: The Company plans to file
the waiver on  February 3, 2012.

13.
You discuss in the Certain Relationships and Related Transactions section on page 36 that Conventions
loaned a total of $444,191.37 to Wizard Entertainment Inc f/k/a Gareb Shamus Enterprises in 2010. You state that no repayments
have been made and that interest in the amount of $12,023.00 has been accrued. Please tell us where these transactions are reflected
in the 2010 financial statements and explanatory footnotes of Wizard Conventions.

RESPONSE: These financial statements
included in the Filing are that of Conventions and do not include the accounts of Wizard World. The loan referenced above is by
and between Wizard World and GSEI. They are not on Convention’s books. Please reference the Company’s recently filed
Annual Report on Form 10-K for the year ended December 31, 2010, which includes the consolidation.

Pro forma Financial Information, page
F-16

14.
We have reviewed your pro forma disclosure regarding the merger (recapitalization). Please disclose
in a note the merger between Wizard Conventions and Kick the Can Corp. and a merger between Kick the Can Corp. and Go Energy. Ensure
the accounting for each of these mergers is clearly disclosed.

RESPONSE: We have further disclosed
the accounting for the above referenced transactions.

15.
Additionally, please note that in a recapitalization the assets and liabilities of both companies
should be combined at their net book value. The accumulated deficit of the accounting acquirer (Wizard Conventions) should be brought
forward, and the accumulated deficit of the legal acquirer (GoEnergy) should be eliminated. The capital stock account, on an immediate
post-merger basis, should consist of the balance of common stock prior to the merger of the accounting acquirer plus the amount
representing the par value of the shares issued to effect the merger. All eliminating adjustments should be made through additional
paid-in capital. Please revise your pro forma disclosures to clearly indicate your accounting for these transactions or provide
explanatory notes that describe the nature of each adjustment presented.

RESPONSE: We have revised our pro forma
disclosures to clearly indicate our accounting for these transactions and have provided explanatory notes that describe the nature
of each adjustment presented.

16.
Provide notes that explain the terms of the financing transactions (i.e., preferred stock and note
issuances) and that describe how you calculated the amount of the adjustments to general and administrative expense and the derivative
liability.

RESPONSE: We have provided notes that
explain the terms of the financing transactions in the amended Filing and we have further disclosed our accounting.

Sincerely,

    /s/ Michael Mathews

Michael Mathews

Executive Chairman

Wizard World, Inc.

CORRESP
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    Unassociated Document

WIZARD WORLD, INC.

1350 AVENUE OF THE AMERICAS, 2ND FLOOR

NEW YORK, NY 10019

January 18, 2012

VIA EDGAR

Ms. Erin Wilson

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

Wizard World, Inc.

Form 8-K/A

Filed November 17, 2011

File No. 000-33383

Dear Ms. Wilson:

This will confirm our conversation on January 17, 2012, that Wizard World, Inc. (the “Company”) was not able to respond to the U.S. Securities and Exchange Commission’s (the “Commission”) comment letter, dated December 19, 2011 (the “Letter”), regarding the Company’s Current Report on Form 8-K/A by the tenth business day after the date of the Letter because the Company was in the process of preparing its Annual Report on Form 10-K for the year ended December 31, 2010.  Therefore, the Company respectfully requests that the deadline for the Company’s response be extended to Monday, January 30, 2012.

Please contact the Company’s outside legal counsel, Joseph M. Lucosky of Lucosky Brookman LLP at (732) 395-4400 should you have any questions.  Thank you for your attention.

Sincerely,

/s/ Michael Mathews

Michael Mathews

Chief Executive Officer

December 19, 2011
 Via E-Mail

Mr. Michael Mathews, Chairman Wizard World, Inc.  1350 Avenue of the Americas, 2
nd Floor
New York, New York 10019
Re: Wizard World, Inc.
 Form 8-K/A
Filed November 17, 2011 File No. 000-33383

Dear Mr. Mathews:
 We have reviewed your amended filing and ha ve the following comments.  In some of
our comments, we may ask you to provide us wi th 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.

Form 8-K/A, filed November 17, 2011

 General

1. Please advise us of your timeline for filing your missing Exchange Act reports.
 Business, page 3

Background, page 4

2. We reissue comment two of our letter dated October 11, 2011 as we are unable to locate
responsive disclosure.  In this regard, we  continue to note the representation that
Conventions holds the production rights to 12 conventions; however, the second to last
paragraph on page five lists 11.

Michael Mathews Wizard World, Inc. December 19, 2011 Page 2

 3. We note your response to comment four of  our letter dated October 11, 2011.  Please
revise your disclosure  to reflect your res ponse that cumulative payments are capped at
$60,000.
 Strategy, page 7

4. We note your response to comment five of our letter dated October 11, 2011. However,
we are unable to locate the disclosure you say has been revised accordingly.  We reissue the comment.  Please reconcile your disclosure, “if [you] were to receive revenues” from
operations” from conventions with your substa ntial convention revenue line item in your
statement of operations.
Growth Strategy, page 11

5. We partially reissue commen t six of our letter dated October 11, 2011.  Please discuss
your plan of raising additional capital thr ough private placements in greater detail.
 Executive Compensation, page 33

6. We note your revised disclosure in response to comment 13 of our letter dated October
11, 2011.  Please revise your disclosure to quantify the payments you discuss for each
termination or change in control event.  In addition, to the extent Mr. Shamus will receive
any payments relating to hi s resignation, please discuss.

7. We reissue comment 14 of our letter date d October 11, 2011.  While Mr. Shamus did not
become CEO of the company until December 7, 2010, Mr. Shamus is also CEO of Conventions, which was acquired by the co mpany, and therefore the compensation
provided to Mr. Shamus through Conventions shoul d be disclosed in this section.  Please
note that Item 402 requires disclosure of all co mpensation, direct and i ndirect.  Therefore,
the compensation paid by the parent of Conve ntions to Mr. Shamus as compensation for
his employment at Conventions would be included in the table.

Certain Relationships and Re lated Transactions, page 36

8. We note your response to comment 16 of our  letter dated October 11, 2011 and we
reissue the comment as we are unable to locate  any revised disclosure  in response to this
comment.  Please revise to clar ify as of what date the outst anding balances of your debt
transactions have been disclose d.  In addition, please clarify how these transactions relate
to Wizard World Inc. and its predecesso r and tell us how you accounted for these
transactions.  We continue to note that these transactions do not  appear to be reflected in
the financial statements.  It appears that you may be using the refe rence to “Conventions”
in this section differently than as disclo sed at the beginning of the Form 8-K.  For
instance, you refer to acquiri ng the domain name and inte llectual property rights from
Conventions.  However, the disclosure on pa ge one reflects that the company acquired

Michael Mathews Wizard World, Inc. December 19, 2011 Page 3

 Conventions.  Please provide clear disclosure  throughout this section of these related
party transactions.

9. We note your revised disclosure in response to comment 17 of our letter dated October
11, 2011.  Please revise further to include th e disclosure required by Item 404(a)(5) of
Regulation S-K.
 Exhibits

10. We note your response to comment 18 of our  letter dated October 11, 2011 and we
partially reissue the comment.  We note that Exhibit 10.1 is still missing exhibits,
schedules and/or attachments.  Furthermore, it is unclear how Exhibit 10.1 to the Form 8-
K filed on August 30, 2011 has been amended to  comply with the comment as we do not
see that it has been refiled.  Thus, Exhi bit 10.1 to the Form 8-K filed on August 30, 2011
is still missing exhibits, schedules  and/or attachments.  Please file these exhibits in their
entirety.
 11. Please file Exhibits 3.6, 3.7 and 3.8 in the pr oper electronic format.  Please note that
while you may file electronic documents as an  image as an unofficial copy, you must still
file your exhibits with an acceptable elec tronic format. Refer to Rule 102(a) of
Regulation S-T and Section 2.1 of Volu me II of the EDGAR Filer Manual.

Consolidated Financial Statements

12. Please note that the Form 8-K would require  audited financial statements of Wizard
Conventions as of and for the year ende d December 31, 2008. You stat e in the response
to prior comment 20 that you plan to submit a request to the Division’s Office of the
Chief Accountant regarding that requirement. Please tell us when you plan to do so as
this matter cannot be resolved until you either  provide the 2008 financial statements in
the Form 8-K or you follow through on your stated plan.

13. You disclose in the Certain Relationships and Related Transactions section on page 36
that Conventions loaned a total of $444,191.37 to Wizard Entertainment Inc f/k/a Gareb
Shamus Enterprises in 2010. You state that no repayments have been made and that interest in the amount of $12,023.00 has been  accrued. Please tell us where these
transactions are reflected in  the 2010 financial statements and explanatory footnotes of
Wizard Conventions.

Pro forma Financial Information, page F-16

14. We have reviewed your pro forma disclosure  regarding the merger (recapitalization).
Please disclose in a note the merger between  Wizard Conventions and Kick the Can Corp
and a merger between Kick the Can Corp. a nd GoEnergy. Ensure the accounting for each
of these mergers is clearly disclosed.

Michael Mathews Wizard World, Inc. December 19, 2011 Page 4

15. Additionally, please note that in a recapita lization the assets and liabilities of both
companies should be combined at their net book value. The accumulated deficit of the
accounting acquirer (Wizard Conventions) should be brought forward, and the
accumulated deficit of the legal acquirer (GoE nergy) should be eliminated. The capital
stock account, on an immediate post-merger basis, should consist of the balance of
common stock prior to the merger of the accounting acquirer plus the amount
representing the par value of the shares i ssued to effect the merger. All eliminating
adjustments should be made through additiona l paid-in capital. Please revise your pro
forma disclosures to clearly indicate your accounting for these transactions or provide
explanatory notes that describe the na ture of each adjustment presented.

16. Provide notes that explain the terms of the fi nancing transactions (i .e., preferred stock and
note issuances) and that desc ribe how you calculated the amo unt of the adjustments to
general and administrative expens e and the derivative liability.

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.
You may contact Jamie Kessel at (202) 551-3727 or Tia Je nkins at (202) 551-3871 if you
have questions regarding comments on the financ ial statements and related matters.  Please
contact Erin Wilson at (202) 551-6047 or Pame la Howell at (202) 551-3357 with any other
questions.
Sincerely,
   /s/ James Lopez (for)    John Reynolds
Assistant Director

November 15, 2011
 Via E-Mail

Mr. Gareb Shamus, President and Chief Executive Officer Wizard World, Inc.  1350 Avenue of the Americas, 2
nd Floor
New York, New York 10019
Re: Wizard World, Inc.
 Form 8-K/A
Filed September 13, 2011 File No. 000-33383

Dear Mr. Shamus:
 We issued a comment letter to you on th e above captioned filings on October 11, 2011.
As of the date of this letter, these comment s remain outstanding and unresolved. We expect you
to contact us by November 29, 2011 to provide a substantive response to the comments or to
advise us why you are unable to respond and when you will be able to do so.
 If you do not respond to the outstanding comm ents or contact us by November 29, 2011,
we will, consistent with our obligations under th e federal securities laws, decide how we will
seek to resolve material outstanding comments a nd complete our review of your filings and your
disclosure. Among other things, we may decide to release publicly, through the agency’s
EDGAR system, all correspondence, including this letter, relating to the review of your filings,
consistent with the staff’s decision to releas e publicly comment letters  and response letters
relating to disclosure filings it has reviewed. You can find more  information about the staff’s
decision to release filing correspondence at  http://www.sec.gov/news/press/2004-89.htm
 and
http://www.sec.gov/news/press/2005-72.htm .

Please contact Erin Wilson at (202) 551-6047 with any questions.

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

CORRESP
1
filename1.htm

    Unassociated Document

WIZARD WORLD, INC.

1350 Avenue of the Americas, 2nd Floor

New York, NY 10019

October 28, 2011

Ms. Jamie Kessel

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

Wizard World, Inc.

Form 8-K filed on December 14, 2010, as amended by

  Amendment No. 1 filed on February 18, 2011,

  Amendment No. 2 filed on July 1, 2011 and

  Amendment No. 3 filed on September 13, 2011

File No. 000-33383

Dear Ms. Kessel:

This will confirm our conversation on October 27, 2011 that Wizard World, Inc.’s (the “Company”) response to the Securities and Exchange Commission’s comment letter, dated October 11, 2011, regarding the Company’s Form 8-K/A filed on September 13, 2011, has been extended to Friday, November 4, 2011.

Please contact me on (646) 308-1390 should you have any questions.  Thank you for your attention.

Sincerely,

/s/ Gareb Shamus

Gareb Shamus

Chief Executive Officer

October 11, 2011
 Via E-Mail

Mr. Gareb Shamus, President and Chief Executive Officer Wizard World, Inc.  1350 Avenue of the Americas, 2
nd Floor
New York, New York 10019
Re: Wizard World, Inc.
 Form 8-K/A
Filed September 13, 2011 File No. 000-33383

Dear Mr. Shamus:
 We have reviewed your amended filing and ha ve the following comments.  In some of
our comments, we may ask you to provide us wi th 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.

Form 8-K/A, filed September 13, 2011

 Entry Into a Material Definitive Agreement

1. We note your response to comment one of our  letter dated July 26, 2011 that the share
exchange agreement is incorrect.  To the ex tent Exhibit 2.1 as filed on Edgar is not the
correct version, please file the correct version.  If the incons istency is for another reason,
please disclose.
 Business, page 3

Background, page 4

2. We note the removal of Anaheim from the list of conventions production rights you have
acquired.  However, this results in 11 c onvention production right s locations, not 12.
Please revise the disclosure accordingly.

Gareb Shamus Wizard World, Inc. October 11, 2011 Page 2

 3. We reissue comment four of our letter da ted July 26, 2011 as we are unable to locate
responsive disclosure.  Please discuss the business development of Conventions as
required by Items 101(h)(1)-(3) of Regulation S-K.

4. We note your revised disclosure in response to comment five of our le tter dated July 26,
2011.   Please clarify whether the royalty of  10% of exhibitor revenues over $40,000 is
capped at $60,000.  Furthermore, please f ile the GCX Holdings, Wizard Mid-Ohio
acquisition agreement.  We are unable to locate this exhibit.
 Conventions, page 5

5. We note your revised disclosure in response to comment eight of our le tter dated July 26,
2011.  Please reconcile your di sclosure “if [you] were to  receive revenues” from
conventions with your substantial conventi on revenue line item in  your statement of
operations.
 Growth Strategy, page 11

6. We note your response to comment 13 of our letter dated July 26, 2011 that you plan to
raise additional money through private placem ents of convertible preferred stock,
convertible promissory notes and warrants and we reissue the comment.  You have
removed this disclosure from your amended filing.  Please revise to add back this
disclosure and discuss your plan of raisi ng additional capital thr ough private placements
in greater detail.

7. We note you plan to launch Wizard World Di gital Entertainment Network by the end of
2011 and that you will work with display advertising networks and third party
representation firms.  Please revise to disc uss in greater detail your relationship with
these third parties.  In the ev ent any have been identified, na me the party and disclose in
what stage of negotiations you are.  Attach any executed agreements as exhibits.  See
Item 601(b)(10) of Regulation S-K.

Gareb Shamus Wizard World, Inc. October 11, 2011 Page 3

 Management’s Discussion and Analysis of Fina ncial Condition and Plan of Operation, page 21

8. We reissue comment 14 of our letter dated July 26, 2011.  The Management’s Discussion
and Analysis section is one of the most criti cal aspects of your disclosure.  As such, we
request that you revise this section to provide a more detailed executive overview  to
discuss the events, trends, and uncertainties th at management views as most critical to
your future revenues, financial position, liqui dity, plan of operati ons, and results of
operations, to the extent known and foreseeable.  To assist you in this regard, please refer
to the Commission Guidance Regarding Mana gement’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 gu idance 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 gene ral emphasis on the discussion and analysis
of known trends, demands, commitments, even ts and uncertainties, and specific guidance
on disclosures about liquidity, capital resources, and critical accounting.
 Results of Operation, page 22

9. Your response did not fully address our prio r comment 15.  Please disclose how much of
the increase in revenue was rela ted to an increase in events as opposed to an increase in
per event revenue to the extent practicable.
 Management, page 31

10. We reissue comment 16 of our letter date d July 26, 2011.  Please revise to provide
complete  Regulation S-K Item 401(e) disclosure for each  officer and director, including
beginning and end dates for each employment a nd/or director position.  As nonexclusive
examples, disclose when Mr. Fields beco me chief executive officer, secretary and
director for Spirit Exploration, Inc., when  Mr. Suess became a director for TicTock
Studios and Derycz Scientific, Inc. and we the business experience for Mr. Mat between
December 2009 and June 2010.

11. We partially reissue comment 17 of our letter dated July 26, 2011.  Mr. Field should be
included in the list of officers a nd directors on page 31, as he wa s an officer at the time of
the filing of the Form 8-K.
 Involvement in Certain Le gal Proceedings, page 33

12. We reissue comment 19 of our letter dated July 26, 2011.  Since the company possesses
the information to be in the position to know , please revise the opening sentence in this
section to make a definitive statement w ith respect to the company’s directors and
officers.

Gareb Shamus Wizard World, Inc. October 11, 2011 Page 4

 Executive Compensation, page 33

13. We partially reissue comment 18 of our le tter dated July 26, 2011.  Please revise to
provide a discussion of the potential payments  upon termination or change of control in
the Executive Compensation section.

14. We reissue comment 20 of our letter date d July 26, 2011.  While Mr. Shamus did not
become CEO of the company until December 7, 2010, Mr. Shamus is also CEO of Conventions, which was acquired by the co mpany, and therefore the compensation
provided to Mr. Shamus through Conventions should be disclosed in this section.

15. We partially reissue comment 21 of our letter dated July 26, 2011.  Please disclose the
material terms of your 2011 Incentive Stock a nd Award Plan as we are unable to locate
responsive disclosure. In this regard, we note terms, among othe rs, relating to price and to
the number of shares covered by the plan.
 Certain Relationships and Re lated Transactions, page 36

16. We reissue comment 22 of our letter dated Ju ly 26, 2011.  Please revise  to clarify as of
what date the outstanding bala nces of your debt transactions  have been disclosed.  In
addition, please clarify how these transacti ons relate to Wizard World Inc. and its
predecessor and tell us how you accounted for these transactions.  We continue to note that these transactions do not a ppear to be reflected in the fi nancial statements.  It appears
that you may be using the reference to “Convent ions” in this section differently than as
disclosed at the beginning of  the Form 8-K.  For instan ce, you refer to acquiring the
domain name and intellectual property rights from Conventions.  However, the disclosure
on page one reflects that the company ac quired Conventions.  Please provide clear
disclosure throughout this  section of these rela ted party transactions.

17. We reissue comment 23 of our letter dated Ju ly 26, 2011.  Please include in this section
the related party transaction discussed in footnote five to the financial statements.
 Exhibits

18. We note that Exhibit 10.1 is missing exhibits, schedules and/or attachments.  In addition,
we note that Schedule 1 to Exhibit 10.5 is not complete.  We also not e that Exhibit 10.1to
the Form 8-K filed on August 30, 2011 is missing exhibits, schedules and/or attachments.
Please file these exhibits in their entirety.
 Item 9.01 Financial Statements and Exhibits, page 57

19. Your response did not address our prior co mment 27.  Please remove the reference to
Exhibit 99.2 in subparagraph (a) of this  section as you have included financial
statements in this amended Form 8-K in stead of including them in exhibits.

Gareb Shamus Wizard World, Inc. October 11, 2011 Page 5

Financial Statements

20. We note your response to prior comment 30.  Please explain further to us why you
believe it is relevant and useful to pres ent financial statements through December 31,
2010, a period that combines both post-merger and pre-merger periods instead of the
financial statements for the required pre-merger  periods, i.e., as of and for each of the
years ended December 31, 2008 and 2009 plus as of and for the nine months ended September 30, 2010.  Please also identify the amount of revenues earned and amount of
net income or loss for Conventions for th e period from December 8, 2010 and December
31, 2010, explain why you have not disclose d that you combined premerger and post-
merger periods and also explain how you believe investors should evaluate this
presentation. Finally, please clarify wh at you mean by “unconsolidated” financial
statements as that term can be interpreted as  meaning the applicable financial statements
are not presented in accordance with GAA P. We may have further comments upon
review of your response.
 Notes to the Consolidated Financial Statements

21. Please tell us where you provi ded the disclosure requested  in prior comment 28 as
we do not see them in the financial stat ements.  Accordingly, we reiterate the
comment.  We would expect the Basis of Presentation note to include these
disclosures.  Please revise.
 Note 8 – Subsequent Events, page F-14

22. We note your response to our prior comment 29.  We note your response did not address
our comment as there has been no change to Note 8 – Subsequent Events.  Please expand
the disclosure in this footnote to  describe in detail the transact ion that resulted in Kick the
Can Corp becoming the successor to Wizard Conv entions if that transaction was actually
a subsequent event, otherwise, please includ e that disclosure in a non-Subsequent Events
footnote.  Please also explain why the financia l statements presented are those of Wizard
Conventions given that Goenergy merged with Kick-the-Can.
 Pro Forma Financial Information

23. We note your response to our prior comme nt 31.  We note you state you provided pro
forma financial statements; however, we cannot  locate the pro forma financial statements
in your amended filing.  Please revise to pr esent pro forma financial information giving
effect to the merger between Wizard Conventi ons and Kick-the-Can Corp and the merger
between Kick-the-Can Corp and Goenergy.

Gareb Shamus Wizard World, Inc. October 11, 2011 Page 6

 Other Exchange Act Reports

24. You disclose in prior comment 32 that you have changed your year-end from July 31 to
December 31.  We presume this change was made in connection with the merger with
Kick-the-Can.  If so, please note you are not required to file Forms 10-Q for the interim
periods ended January 31, 2011, April 30, 2011 and a Form 10-K for the year ended July
31, 2011.  You should file instead for Wizard Wo rld Inc, a Form 10-K for the year ended
December 31, 2010, and Forms 10-Q for the interim periods ended March 31, 2011 and June 30, 2011.  If that this is not the ca se, please explain to us your plans.

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.
You may contact Jamie Kessel at (202) 551-3727 or Tia Je nkins at (202) 551-3871 if you
have questions regarding comments on the financ ial statements and related matters.  Please
contact Erin Wilson at (202) 551-6047 or Pame la Howell at (202) 551-3357 with any other
questions.

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

CORRESP
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filename1.htm

    Unassociated Document

Wizard World, Inc.

1350 Avenue of the Americas, 2nd Floor

New York, NY 10019

August 5, 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.

Form 8-K filed December 14, 2010

  as amended by Amendment No. 1 filed February 18, 2011

  as amended by Amendment No. 2 filed July 1, 2011

File No. 000-33383

Dear Ms. Howell:

By letter dated July 26, 2011, the staff (the “Staff,” “you” or “your”) of the United States Securities & Exchange Commission (the “Commission”) provided Wizard World, Inc. (“Wizard World, Inc.” or the “Company,” “we,” “us” or “our”) with its comments on the Company’s Form 8-K/A filed on July 1, 2011 (the “Filing”). Subsequent to receiving the letter, we had a telephone conversation with Ms. Tia Jenkins on Thursday, July 28, 2011, during which we discussed predecessor accounting issues.  During the conversation, Ms. Jenkins requested that we provide a written explanation of our position.  We are filing this letter with the Commission solely to set forth our analysis of the Company’s predecessor accounting per Ms. Jenkins request. Our analysis is also our contemplated response to Staff comment #28, which is set forth below.

Form 8-K/A, filed July 1, 2011

28.

Revise to disclose that the financial statements presented are those of the wholly- owned subsidiary of Wizard Entertainment. Explain why the consolidated financial statements of Wizard Entertainment have not been provided. Revise the financial statements to include all costs of doing business including costs incurred on Wizard Conventions’ behalf by Wizard Entertainment.  Provide the necessary disclosures required by SAB Topic 1.B.1.

RESPONSE:  The Filing has been revised to disclose that the financial statements presented are those of Wizard Conventions, the wholly owned subsidiary of Wizard Entertainment.

The Company performed an analysis of the predecessor issue of Wizard World, Inc.  The Company concluded that it will benefit investors to have the comparable data and past performance of Wizard Conventions as opposed to Wizard Entertainment.  The Company does not believe that either the SEC Financial Reporting Manual or Generally Accepted Accounting Principles require the inclusion of Wizard Entertainment.

The Company performed an analysis of the planned operations of Wizard World, Inc. with the past operations of both Wizard Entertainment and Wizard Conventions, and concluded that the business of Wizard Conventions is the only operations that are comparable to the planned operations of Wizard World, Inc.

Wizard World, Inc.

In summary, the operations of Wizard World, Inc. consist of producing pop culture and multimedia conventions across North America that provide a social networking and entertainment venue for popular fiction enthusiasts of movies, TV shows, video games, technology, toys, social networking/gaming platforms, comic books and graphic novels.

Wizard World Digital, Inc.

The Company, through its recently formed (Q2 of 2011) subsidiary Wizard World Digital, Inc. (“Wizard World Digital”) also creates daily content about the companies, artists, writers, celebrities and the Company’s fans that attend these events. The content is used on a daily basis in many different digital media outlets to promote the conventions as well as the content that is created at the events. The digital media outlets include the website www.wizardworld.com, social networking sites like Facebook, Twitter, YouTube, Flicker and Tumblr, and additional digital resources such as emails, newsletters and its iPad app. An iPhone and Android app for the delivery of content on a multi-daily frequency is soon to be released.

Additionally, the content created for Wizard World Digital focuses on new and upcoming talent and characters that are not well known or have limited fan followings, and user generated content. The theme of the content revolves around discovery. It also has a much broader base of content covering properties or products that fall outside the typical mainstream media. The editorial content does not cover the subjects of collectible card gaming, Manga or Anime.

Gareb Shamus Enterprises, Inc. (d/b/a Wizard Entertainment)

Wizard Entertainment was incorporated in New York in 1991.  Wizard Entertainment was a print publisher and distributor of numerous print publications in the comic industry as well as in the toy, animation, military and special operation forces industries.  Below are brief descriptions of each of the print publications produced and distributed by Wizard Entertainment.  In addition, Attachment A hereto provides an overview of Wizard Entertainment’s operations.

·

InQuest magazine (ceased publishing in September 2007) – Focused on the world of collectible card games, like Magic the Gathering.

·

Toy Wishes magazine (ceased publishing in October 2008) – Was a twice a year catalogue of all the new mass market toys coming out for people to buy for their children. The magazine targeted mothers and children aged 12 years old and under.

·

Special Books (ceased publishing at the end of 2008) – One-shot books or magazines that were created and sold on a one-off basis. Specials Books included a magazine that was all posters or books featuring one specific mainstream popular artist.

·

Special Operation Report magazine (ceased publishing in January 2009) – The magazine was a trade (not consumer) magazine targeting special operation forces and military around the world. The book came out approximately four times a year and covered all aspects of the military, including the Marines, black operations forces and international special operation units.

·

Anime Insider magazine (ceased publishing in March 2009) – Focused on the world of Japanese content in the format of books and video, also known as Manga and Anime.

·

Wizard magazine (ceased publishing in January 2011) – The print magazine covered many of today’s blockbuster hits that grew out of the comic book business. The magazine also covered the licensed products from those properties, including the big video games, movies and TV shows being released. There was no repurposing of the content online.

·

ToyFare magazine (ceased publishing in January 2011) – Exclusively covered the action figures based upon movies and TV shows and mainstream properties, including Star Wars. There were approximately eighty pages of monthly content created, which was not repurposed online.

·

In addition to the print publishing business, Wizard Entertainment also operated a retail toy store, which sold over $2.5 million of product during the year ended December 31, 2008, primarily through eBay, Amazon and its Yahoo store. The store ceased operations in September 2009.

Wizard Conventions, Inc.

Wizard Conventions was incorporated in New York in 1997 and was wholly owned by Wizard Entertainment.  The subsidiary was created by Wizard Entertainment specifically to operate comic conventions.  Wizard Conventions managed and operated multiple comic conventions in Rosemont, Illinois; Philadelphia, Pennsylvania; Los Angeles, California; and Arlington, Texas.

The Company believes the inclusion of Wizard Entertainment’s historical financial statements would significantly mislead the potential investor by leaving open the possibility of regaining the significant revenue produced in the past through the subscriptions, news stand distribution, and comic book store channels that are not at all part of the Wizard World, Inc. business model. The Wizard Entertainment publishing business was not focused solely in the comic book space. In addition, Wizard Entertainment contained an additional $2.5 million of online store revenues with inventory and product fulfillment, which is not part of the Wizard World, Inc. business model.  The Wizard Entertainment financial statements also carry the massive print, distribution, and overhead costs associated with producing traditional magazines, which again are not part of the Wizard World, Inc. business model.

Wizard Entertainment no longer has any ongoing business operations; all the print magazines ceased publishing during the period between September 2007 through January 2011. After the print magazines were shut down, all of the ongoing business for Wizard Entertainment ceased to exist and the direct response retail sales business was shut down in September 2009. While Gareb Shamus still holds the position of CEO, there are no ongoing or day-to-day business operations being performed. Wizard Entertainment has no current employees; at one time in 2007 it had approximately 85 full-time personnel, including a full-time President and COO, namely Fred Pierce, and CFO Ed DuPre. Neither of these gentlemen works for Wizard Entertainment or are associated with Wizard World, Inc.

Gareb Shamus is currently the CEO and a Board Member of Wizard World, Inc. Wizard World, Inc. currently has 7 full-time employees and 2 part-time employees, all of whom work  in the conventions area, and 1 freelance consultant dedicated to managing or creating content for the Wizard World Digital subsidiary.

The content offered by Wizard World Digital differs from the print publishing business of Wizard Entertainment in the following ways:

·

Currently Wizard World Digital’s content is distributed free through many different digital outlets, including its newsletter, email, via Facebook, Twitter and YouTube, and is free on the Company’s website;

·

Wizard World Digital’s newsletter operates more as an advertorial of the comic conventions business, driving awareness of what is new in the marketplace, as well as informing fans of what is upcoming for Wizard World, Inc.;

·

The Wizard World Digital online digital newsletter has no subscribers.  Subscriptions are not being sold, orders are not being processed, and subscription liabilities are not being tracked;

·

There are no customer service representatives, no refunds are being offered, and there are no fulfillment agency requirements;

·

There are no printing labels and no sorting copies for shipping to post offices for distribution;

·

No printing – Wizard World digital magazine does not have to pre-press, and there are no shipping logs, no order taking, no costs, no time lag, no paper costs, and no web breaks;

·

There is nothing about the Wizard World Digital business model that resembles the business model of a print magazine business.

·

The Company did not assume any contracts from Wizard Entertainment nor does it have any intention to do so.

·

The Company did not obtain any customer or subscriber lists from Wizard Entertainment.

·

The Company did not acquire any subscriptions from Wizard Entertainment.

·

The Company did not acquire any books, magazines or rights from Wizard Entertainment.

We feel that comparing Wizard Entertainment to Wizard World, Inc. would be grossly misleading to investors or potential investors about the Wizard World, Inc. business. There is no expectation to reclaim the millions of dollars in both revenue and costs associated with the print publishing business. It would also grossly mislead investors to think that Wizard World, Inc. would hire many employees to handle all the work associated with a print magazine, from production to printing, shipping, collecting, managing subscriptions, and fulfillment.

The Company’s independent third party accountant was able to audit the expenses and revenues associated with the convention business by performing substantive audit testing and tracing all selections to third party documentation. Wizard Conventions maintained their own set of books and records and operated as a complete and separate entity.  The auditor was able to perform audit procedures on the overhead allocation and was able to gain comfort that this allocation was charged reasonably and consistently.

The Company will increase disclosure to comply with SAB Topic 1.B.1.  The Company will disclose the components and the amount of the overhead allocation in the notes to the financial statements.

Further, 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 the federal securities laws of the United States.

Sincerely,

     /s/ Gareb Shamus

Gareb Shamus

President and CEO

Wizard World, Inc.

July 26, 2011
 Via E-Mail

Mr. Gareb Shamus, President and Chief Executive Officer Wizard World, Inc.  1350 Avenue of the Americas, 2
nd Floor
New York, New York 10019
Re: Wizard World, Inc.
 Form 8-K/A
Filed July 1, 2011 File No. 000-33383

Dear Mr. Shamus:
 We have reviewed your filing 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.

Form 8-K/A, filed July 1, 2011

 Entry into a Material Definitive Agreement

1. We reissue comment one of our letter dated March 17, 2011.  Please reconcile your
disclosure in this section that KTC shareholders held 96.4% of the shares outstanding
after closing with Article I, Section 1.02(b)  of your share excha nge agreement, which
refers to 95.51%.

2. We note your response to comment two of our  letter dated March 17, 2011 that you have
incorporated by reference the promissory not e and related exhibits.  However, we are
unable to locate these exhibits in the exhibi ts index.  Please revise to include in the
exhibits index.

Gareb Shamus Wizard World, Inc. July 26, 2011 Page 2

 Our Business, page 4

Background, page 4

3. We note your response to comment 27 of our letter dated March 17, 2011.  We also note
that you have now included Anaheim and Austin  on the list of places where you expect to
produce conventions during 2011.  Additionally, we note Anaheim is now included in the
list of locations where you have  acquired production rights.  Please revise to clarify the
inconsistencies between your res ponse and your disclosure.

4. Please discuss the business development of Conventions, as required by Item 101(h) of
Regulation S-K.

5. Please disclose when you acquired the production  rights to the Mid Ohio Comic Con.  In
addition, the disclosure of the purchase pr ice as $60,000 is inconsistent with the
disclosure that the purchase price is paid over five years as a royalty against exhibitor
sales.  Please reconcile and disclose the r oyalty percent.  Also, file the purchase
agreement and the consulting agreement as exhibits.
 Conventions, 6

6. Please disclose how long you have been produc ing conventions and disclose the number
of conventions you produced in 2010 and 2009.  Also, to the extent you are planning to
expand to new conventions, please disclose.  For instance, we note that you are planning
a convention for 2011 in Miami, which is not listed as one of the 12 conventions where
you hold the production rights.
7. We note your revised disclosure in response to  comment nine of our  letter dated March
17, 2011.  Please describe in greater detail your planned expansion and growth through
digital media.  Please discuss the anticipate d costs and the time frame for the expansion
plans.

8. We reissue comment 11 of our letter date d March 17, 2011.  Please disclose the percent
of revenues that are generated from Live C onventions and the per cent from Sponsorships
and Promotions.
9. Your response to comment 14 of our lett er dated March 17, 2011 states that you co-
produce conventions with other parties.  Please revise to disclose.  Clarify the terms of
the co-production, how many of  the conventions are co-p roduced, and how costs and
revenues are allocated, etc.

Gareb Shamus Wizard World, Inc. July 26, 2011 Page 3

 Trademarks and Copyrights

10. We note your response to comment 17 of our  letter dated March 17, 2011 and further
note your removal of the Trademarks and C opyrights section from your filing.  Please
revise to provide the disclosure require d by Item 101(h)(4)(vii) of Regulation S-K.
 Competition: Competitive Strengths, page 7

11. We reissue comment 19 of our letter dated March 17, 2011.  Please discuss the
competitive business conditions in the indus try and your competitive position in the
industry.  For example, are there other companies that produce multiple conventions and/or that have longer op erating histories or great er financial resources?

12. In addition, we note your revised disclosure in  response to comment 19 of our letter dated
March 17, 2011.  It remains unclear how your conventions “create a ba rrier to entry of
new industry participants.”  In this regard, we note your disclosure  that you maintain a
competitive position in the industry due to, amo ng other things, Mr. Shamus’s reputation.
It is unclear, however, how this makes it difficult for other companies to enter the
industry.  Please revise.

Growth Strategy, page 8

13. We note your revised disclosure in response to comment 23 of our letter dated March 17,
2011 that you generally plan to raise addi tional funds to support expansion through
private placements and or tradit ional bank financing.  Revise to  discuss in greater detail.

Management’s Discussion and Analysis, page 15

14. We reissue comment 26 of our letter dated March 17, 2011.  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 sec tion to provide a more detailed executive
overview  to discuss the events, trends, and uncerta inties that management views as most
critical to your future revenues, financia l 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 Management’s Discussion and
Analysis of Financial Condition and Resu lts of Operations, 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.

Gareb Shamus Wizard World, Inc. July 26, 2011 Page 4

 Results of Operation, page 16

15. Please revise the analysis of your operating results for each period presented to
quantify underlying material activities that  generated income statement variances
between periods.  For example, (i) disclose how much of the increase in revenue was
related to an increase in events as opposed  to an increase in per event revenue (ii)
disclose how much of the increase in gro ss profit is related to a decrease in
production costs per show as opposed to the related increase in revenue per show.
 Management, page 20

16. Please revise to provide complete Regulat ion S-K Item 401(e) disclosure for each
executive officer and director.  For each employment position listed, please disclose the
beginning and ending dates of employment.  As  a non-exclusive example, we note that it
is unclear for whom Mr. Macaluso has been employed for the past five years or why
there is a gap in Mr. Vats’ employment  between December 2009 and June 2010.

17. We note your response and your revised disclo sure in response to comment 30 of our
letter dated March 17, 2011.  It appears that Mr. Fields was your Ch ief Financial Officer
at the time the company filed its Form 8-K on December 14, 2010.  Therefore, please
provide Mr. Fields’ business experience pursuant to Item 401(e) of Regulation S-K.

18. Please disclose the material terms of the employment agreement with Mr. Shamus.  For
example, we note the bonus percent if there is  no agreement as to the targets and we note
the stock options awarded to Mr. Shamus.  In addition, the discussion of the potential
payments upon termination or change in c ontrol should be discu ssed in the Executive
Compensation section.
 Involvement in Certain Le gal Proceedings, page 21

19. We reissue comment 31 of our letter dated March 17, 2011.  Since the company
possesses the information to be in the position to know, please revise the opening
sentence to make a definitive statement w ith respect to the company’s directors and
executive officers
 Executive Compensation, page 22

20. We reissue comment 33 of our letter date d March 17, 2011.  Please include compensation
disclosure for Mr. Shamus.

Gareb Shamus Wizard World, Inc. July 26, 2011 Page 5

 21. We note the disclosure that you have since the fiscal year e nd granted options pursuant to
employment, consulting and/or di rector agreements.  Please disc lose the material terms of
these agreements.  Also, please disclose th e material terms of the 2011 Incentive Stock
and Award Plan.  Lastly, to the extent th at compensation terms for executive officers
and/or directors have changed as a result of  the reverse merger, please disclose the new
compensation plans.
 Certain Relationships and Re lated Transactions, page 22

22. Please provide the disclosure required by Item 404(a)(5) of Regulation S-K for the debt
transactions.  In addition, pl ease clarify how these debt tr ansactions relate to Wizard
World Inc., and its predecessor.  We note th at these transactions do not appear to be
reflected in the financial statements.  Pl ease tell us how you have accounted for these
transactions.
23. Please include in this section the related party transaction discussed in footnote five to the
financial statements.
 Exhibits

24. We note you filed exhibit 10.1 in response to  comment 36 of our letter dated March 17,
2011.  Exhibits 10.1 and 10.11 are filed in an improper electronic format.  Please note
that while you may file elec tronic documents as an image as an unofficial copy, you must
still file your exhibits  with an acceptable electronic format.  Refer to Rule 102(a) of
Regulation S-T and Section 2.1 of Volume II of  the EDGAR Filer Manua l.  Please re-file
Exhibits 10.1 and 10.11.  We may have further comment.

25. We note that Exhibit 10.5 is missing exhibits, schedules and/or attachments.  Please file
the exhibit in its entirety.
26. Please file the executed version of Exhibit 10.12.
 Item 9.01 Financial Statements and Exhibits, page 35

27. We note your response to our prior comme nt 38.  Your response did not fully
address our comment.  Please remove the refe rence to Exhibit 99.2 in this section as
it appears you have included financial st atements in this Form 8-K instead of
including them in exhibits.

Gareb Shamus Wizard World, Inc. July 26, 2011 Page 6

 28. Revise to disclose that the financial stat ements presented are those of the wholly-
owned subsidiary of Wizard Entertainment.   Explain why the consolidated financial
statements of Wizard Entertainment have not been provided. Revise the financial
statements to include all costs of doing business including co sts incurred on Wizard
Conventions’ behalf by Wizard Entertainmen t.  Provide the necessary disclosures
required by SAB Topic 1.B.1.
 Note 8 – Subsequent Events, page F-13

29. Expand to describe in detail the transaction that resulted in Kick the Can Corp becoming
the successor to Wizard Convention.

30. If the merger between Kick the Can Corp and Goenergy occurred on December 7, 2010,
please explain to us why you have presented fi nancial statements of  Wizard Conventions
through December 31, 2010.  The financial st atements in the Form 8-K should be
presented for pre-merger periods. Please revise as necessary.
 Pro Forma Financial Information

31. Revise to present pro forma financial inform ation giving effect to the merger between
Wizard Conventions and Kick the Can Corp and the merger between Kick the Can Corp
and Goenergy.
 Exchange Act Reporting

32. Please tell us whether your post-merger yea r-end is July 31 or December 31 and also tell
us how you plan to comply with your Exchange  Act obligations for the past due reporting
periods.

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.

Gareb Shamus Wizard World, Inc. July 26, 2011 Page 7

 You may contact Jamie Kessel at (202) 551-3727 or Tia Je nkins at (202) 551-3871 if you
have questions regarding comments on the financ ial statements and related matters.  Please
contact Erin Wilson at (202) 551-6047 or Pame la Howell at (202) 551-3357 with any other
questions.
Sincerely,
   /s/ Pamela Howell  for    John Reynolds
Assistant Director

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

June 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 issued a comment letter to you on the above captioned filing on March 17, 2011.
As of the date of this letter, the comments remain outstanding and unresolved.  We expect
you to contact us by July 1, 2011 to provide a su bstantive response to the comments or to
advise us why you are unable to respond and when you will be able to do so.
 If you do not respond to the outstan ding comments or contact us by July 1, 2011,
we will, consistent with our obligations under th e federal securities laws, decide how we will
seek to resolve material outstanding comments and complete our review of your filing and
your disclosure.  Among other things, we may decide to release publicly, through the
agency's EDGAR system, all correspondence, incl uding this letter, relatin g to the review of
your filing, consistent with the staff's deci sion to release publicly comment letters and
response letters relating to disclosure filings it  has reviewed.  You can find more information
about the staff's decision to re lease filing correspondence at
http://www.sec.gov/news/press/2004-89.htm and http://www.sec.gov/news/press/2005-
72.htm .
                                                                                           Sincerely,   /s/ Pamela Howell  for                                                                                            John Reynolds,                                                                                           Assistant Director

CORRESP
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filename1.htm

    Unassociated Document

WIZARD WORLD, INC.

1350 Avenue of the Americas, 2nd Floor

New York, NY 10019

April 12, 2011

Ms. Jamie Kessel

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

Wizard World, Inc.

Form 10-Q for the Six Months Ended January 31, 2011

File No. 000-33383

Dear Ms. Kessel:

This will confirm our conversation on March 21, 2011 that Wizard World, Inc. (the “Company”) will not be able to file its Form 10-Q for the six months ended January 31, 2011 by the filing deadline. The Company is unable to timely file the quarterly report because the Securities and Exchange Commission (the “Commission”) has requested pursuant to its comment letter dated March 17, 2011 to the Company’s Form 8-K/A filed on February 18, 2011 that the Company satisfy the accounting and audit requirements for predecessor entities.  There is not sufficient time for the Company to re-assess if predecessor issues exist and, if so, to satisfy the accounting and audit requirements by the filing deadline.  Therefore, the Company respectfully requests that the deadline for the Company’s response be extended to Monday, May 16, 2011.

Please contact me at (646) 308-1390 should you have any questions.  Thank you for your attention.

Sincerely,

/s/ Gareb Shamus

Gareb Shamus

President and Chief Executive Officer

CORRESP
1
filename1.htm

    Unassociated Document

WIZARD WORLD, INC.

1350 Avenue of the Americas, 2nd Floor

New York, NY 10019

April 12, 2011

Ms. Jamie Kessel

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

Wizard World, Inc.

Form 8-K filed on December 14, 2010, as amended by Amendment No. 1 filed on February 18, 2011

File No. 000-33383

Dear Ms. Kessel:

This will confirm our conversation on March 21, 2011 that Wizard World, Inc. (the “Company”) will not be able to respond to the Securities and Exchange Commission’s (the “Commission”) comment letter, dated March 17, 2011(the “Letter”) regarding the Company’s Form 8-K/A filed on February 18, 2011, by the tenth business day after the date of the Letter.  The Company is unable to respond by such time because the Commission requested in the Letter that the Company provide consolidated financial statements with Wizard Conventions, Inc. and/or Wizard Entertainment, Inc.  Therefore, the Company respectfully requests that the deadline for the Company’s response be extended to Monday, May 16, 2011 in order to allow adequate time for the Company to re-assess if predecessor issues exist and, if so, to satisfy the accounting and audit requirements.

Please contact me at (646) 308-1390 should you have any questions.  Thank you for your attention.

Sincerely,

/s/ Gareb Shamus

Gareb Shamus

President and Chief Executive Officer

CORRESP
1
filename1.htm

    Unassociated Document

WIZARD WORLD, INC.

1350 Avenue of the Americas, 2nd Floor

New York, NY 10019

March 22, 2011

Ms. Jamie Kessel

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

Wizard World, Inc.

Form 10-Q for the Six Months Ended January 31, 2011

File No. 000-33383

Dear Ms. Kessel:

This will confirm our conversation on March 21, 2011 that Wizard World, Inc. (the “Company”) will not be able to file its Form 10-Q for the six months ended January 31, 2011 by March 22, 2011, the deadline for the filing. The Company is unable to timely file the quarterly report because the Securities and Exchange Commission (the “Commission”) has requested, pursuant to its comment letter dated March 17, 2011 to the Company’s Form 8-K/A filed on February 18, 2011, and during our conversation on March 21, 2011, that the Company re-assess if predecessor issues exist, and
if so, that the Company satisfy the accounting and audit requirements.  There is not sufficient time for the Company to respond to the Commission’s request by the filing deadline.

Please contact me on (646) 308-1390 should you have any question.  Thank you for your attention.

Sincerely,

/s/ Gareb Shamus

Gareb Shamus

President and Chief Executive Officer

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

March 2, 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 completed our review of your fili ngs and do not have any further comments at
this time.         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

CORRESP
1
filename1.htm

    Unassociated Document

Wizard World, Inc.

1350 Avenue of the Americas, 2nd Floor

New York, NY 10019

February 22, 2011

Ms. Jamie Kessel

Staff Accountant

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

Wizard World, Inc.

Item 4.01 Form 8-K

Filed February 8, 2011

File No. 000-33383

Dear Ms. Kessel:

By letter dated February 10, 2011, the staff (the “Staff,” “you” or “your”) of the United States Securities & Exchange Commission (the “Commission”) provided Wizard World, Inc. (“Wizard,” the “Company,” “we,” “us” or “our”) with its comments on the Company’s Form 8-K filed on February 8, 2011. 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.

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.

RESPONSE:  We have revised the Form 8-K to state that the audit opinion was modified as to uncertainty over the Company’s ability to continue as a going concern.

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.

RESPONSE:  We have revised our Form 8-K by stating that there have been no disagreements with our former accountants through February 3, 2011, the date of dismissal of such accounting firm.

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 with the statements made in your revised Form 8-K.

RESPONSE: We have included and filed an updated Exhibit 16 letter.

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

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.

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
       DIVISION OF
CORPORATION FINANCE
         January 27, 2011
via U.S. mail and facsimile
Gareb Shamus, President
Wizard World Inc. 1010 Avenue of the Americas, Suite 302 New York, NY
Re:      Wizard World Inc. (formerly known as GoEnergy Inc.)
Form 8-KFiled December 14, 2010 File No.  0-33383
Dear Mr. Shamus:
We issued a comment letter to you on the above captioned filings on December 14,
2010.  We did not receive a response to the comment letter, and, as of the date of this letter, the comments remain outstanding and unresolved.  We expect you to contact us by February 8, 2011 to provide a substantive response to the comments or to advise us why you are unable to respond and when you will be able to do so.
If you do not respond to the outstanding comments or contact us by February 8, 2011
we will, consistent with our obligations under the federal securities laws, decide how we will
seek to resolve material outstanding comments and complete our review of your filing and
your disclosure.  Among other things, we may decide to release publicly, through the agency's EDGAR system, all correspondence, including this letter, relating to the review of your filing, consistent with the staff's decision to release publicly comment letters and response letters relating to disclosure filings it has reviewed.  You can find more information about the staff's decision to release filing correspondence at http://www.sec.gov/news/press/2004-89.htm
 and http://www.sec.gov/news/press/2005-
72.htm .
You may contact Jamie Kessel at (202) 551-3737 or Brian Bhandari at (202) 551-
3390  if you have questions regarding comments on the financial statements and related

Gareb Shamus, President
Wizard World Inc. January 27, 2011 Page 2
matters.  Please contact Susann Reilly at (202) 551-3236 or Jim Lopez at (202) 551-3536
with other questions.
Sincerely,
John Reynolds
       Assistant Director
Office of Beverages, Apparel andHealth Care Services
cc: Gareb Shamus
Via facsimile to (212) 765-5779

CORRESP
1
filename1.htm

    GoENERGY,
INC.

    1350 AVENUE OF THE
AMERICAS, 2ND FLOOR

    NEW YORK, NY 10019

    January 26, 2011

    Ms.
Susann Reilly

    U.S.
Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, N.E.

    Washington,
D.C. 20549

              Re:

              GoEnergy,
      Inc.

                Form
      8-K

                Filed
      December 14, 2010

                File
      No. 000-33383

    Dear Ms.
Reilly:

    This will confirm our request
that GoEnergy, Inc. (the “Company”) be granted until February
18,
2011 to respond
to the letter of the U.S. Securities and Exchange Commission (the “Commission”) dated
December 15, 2010 related to the Company’s Current Report on Form 8-K that was
filed on December 14, 2010.  We are requesting the extension because
the Commission has requested that we provide an audit of Kicking the Can,
L.L.C., the entity from which the Company obtained production rights to certain
comic conventions.

    Please contact me on (646)
380-2486 should you have any question.  Thank you for your
attention.

    Sincerely,

    /s/ Gareb
Shamus

    Gareb
Shamus

    President
and CEO

CORRESP
1
filename1.htm

    Unassociated Document

    GoENERGY,
INC.

    1010 AVENUE OF THE
AMERICAS, SUITE 302

    NEW YORK, NY 10018

    January 7,
2011

    Ms.
Susann Reilly

    U.S.
Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, N.E.

    Washington,
D.C. 20549

              Re:

              GoEnergy,
      Inc.

                Form
      8-K

                Filed
      December 14, 2010

                File
      No. 000-33383

    Dear Ms.
Reilly:

    This will confirm the verbal
conversation with you in December 2010 during which you granted GoEnergy, Inc.
(the “Company”) an extension until January
12, 2011 to respond to the letter of the U.S. Securities and Exchange
Commission dated
December 15, 2010 related to the Company’s Current Report on Form 8-K that was
filed on December 14, 2010.

    Please contact me on (212)
765-5700 should you have any question.  Thank you for your
attention.

    Sincerely,

    /s/ Gareb
Shamus

    Gareb
Shamus

    President
and CEO

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

   December 15, 2010
 via U.S. mail and facsimile

 Gareb Shamus, President GoEnergy Inc. 3960 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169

Re: GoEnergy Inc.
Form 8-K Filed December 14, 2010 File No.  0-33383
Dear Mr. Shamus:
Our preliminary review of y our filing indicates that it fails in numerous material
respects to comply with  the requirements  of the Securities Exchange  Act of 1934, the rules
and regulations under th at Act, and the requir ements of the form.  We will not perform a
detailed examination of the filing because to do so would delay the review of other disclosure documents that do not appear  to contain comparable deficiencies.

We 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.  We suggest that
you consider filing a subs tantive amendment correc ting the deficiencies.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
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 entities under common control.  Accordingly, in

Gareb Shamus, President
GoEnergy Inc.
December 15, 2010 Page 2 of 3
addition to the existing financial statemen ts of KTC Corp, please amend the Form
8-K to provide audited financial statemen ts of KTC LLC for the two most recent
fiscal years and unaudited fi nancial statements for the subsequent interim period.

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

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filings; and

• the company may not assert staff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Gareb Shamus, President
GoEnergy Inc. December 15, 2010 Page 3 of 3
You may Susann Reilly at (202) 551-3236 or Jim Lopez at (202) 551-3536 if you
have questions.
Sincerely,    John Reynolds
       A s s i s t a n t  D i r e c t o r
Office of Beverages, Apparel and  Health Care Services

cc:   Gareb Shamus, President
Via facsimile to (212) 765-5779