SecProbe.io

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