SecProbe.io

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