SecProbe.io

October 3, 2019
John Maatta
Chief Executive Officer
Wizard Entertainment, Inc.
662 N. Sepulveda Blvd., Suite 300
Los Angeles, CA 90049
Re:Wizard Entertainment, Inc.
Offering Statement on Form 1-A
Filed September 6, 2019
File No. 024-11070
Dear Mr. Maatta:
            We have reviewed your offering statement 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 by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Form 1-A filed September 6, 2019
Offering Circular
Cover Page, page 1
1.Please include the volume of securities offered.  Refer to Rule 253(b)(4) of Regulation A.
 Please also include the offering price of the securities.  In the alternative, if you intend to
rely on Rule 253(b) to omit the public offering price, provide a bona fide estimate of the
range of the maximum offering price and the maximum number of shares to be offered.
Refer to Rule 253.
Risk Factors
We may never achieve or sustain profitability, page 7
2.Please provide your net income and loss for the most recent audited period, so that
investors may assess the risk.

 FirstName LastNameJohn Maatta
 Comapany NameWizard Entertainment, Inc.
 October 3, 2019 Page 2
 FirstName LastNameJohn Maatta
Wizard Entertainment, Inc.
October 3, 2019
Page 2
If we fail to maintain an effective system of internal control over financial reporting, page 11
3.You state that your management may conclude that your internal controls over your
financial reporting are not effective.  Please tailor this risk factor to reflect your
management's conclusion regarding your internal controls over financial reporting as
reflected in your annual report on Form 10-K for the fiscal year ended December 31,
2018.
The Ownership by our Executive Chairman of our Common Stock, page 12
4.Please quantify Mr. Kessler's beneficial ownership in this risk factor.
Investors in this offering may not be entitled to a jury trial, page 13
5.Please disclose whether the waiver of jury trial in your subscription agreement applies to
federal securities law claims.  Similarly revise your disclosure under "Jury Trial Waiver,"
at page 18.  If this provision does not apply to federal securities law claims, please ensure
that the jury trial waiver provision in the subscription agreement states this clearly.
Use of Proceeds, page 19
6.We note that you intend to use proceeds of this offering to retire all or a portion of the
debenture held by Bristol Investment Fund, Ltd.  Please disclose here that this entity is
controlled by the Chairman of your Board of Directors.  In addition, disclose the material
terms of such indebtedness.  Refer to Item 6 of Form 1-A.
General
7.Please refer to Article XIV of your form of Amended and Restated Bylaws to be in effect
prior to any closing of this offering.  We note that your forum selection provision
identifies a state or federal court located with the State of Delaware as the exclusive forum
for certain litigation, including any “derivative action.” Please disclose this provision in
your offering circular, and disclose whether this provision applies to actions arising under
the Securities Act or Exchange Act. If so, please also provide risk factor disclosure and
state that there is uncertainty as to whether a court would enforce such provision.   If this
provision does not apply to actions arising under the Securities Act or Exchange Act,
please also ensure that the exclusive forum provision in the governing documents states
this clearly, or tell us how you will inform investors in future filings that the provision
does not apply to any actions arising under the Securities Act or Exchange Act.
Security Ownership of Management and Certain Securityholders, page 40
8.We note your disclosure that as of August 14, 2019, there were 5,768,956 shares of
preferred stock issued and outstanding.  Please tell us why the ownership of such shares is
not reflected in the table on page 40.  Refer to Item 12 of Form 1-A.  As part of your
response, please tell us the material terms of such preferred stock.

 FirstName LastNameJohn Maatta
 Comapany NameWizard Entertainment, Inc.
 October 3, 2019 Page 3
 FirstName LastName
John Maatta
Wizard Entertainment, Inc.
October 3, 2019
Page 3
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Susan Block at 202-551-3210 or Laura Nicholson at 202-551-3584 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services