SecProbe.io

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