SecProbe.io

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