SecProbe.io

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