SecProbe.io

CORRESP
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filename1.htm

Ms.
Mara Ransom

Chief

Office of Trade & Services

Division
of Corporate Finance

United
States Securities and Exchange Commission

Washington,
D.C. 20549

November
8, 2019

    Re:

    Wizard
    Entertainment, Inc.

    Offering
    Statement on Form 1-A

    Filed
    September 6, 2019

    File
    No. 024-11070

Dear
Ms. Ransom:

Thank
you for your comments of October 3, 2019 regarding the Offering Statement of Wizard Entertainment, Inc. (the “Company”).
We appreciate the opportunity to respond to your comments.

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.

The
Company has amended the cover page to identify the volume of securities being offered and the price per share for those securities.

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.

The
Company has amended its disclosure include the net loss for the most recent audited period in this risk factor.

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
Company has tailored this risk factor to include managements conclusion regarding its internal controls as reported in its 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.

The
Company has amended this risk factor to identify Mr. Kessler’s beneficial ownership.

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.

The
Company has amended its disclosure to identify the jury trial waiver’s application to federal securities law claims.

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.

The
Company has amended its offering circular to identify the relationship under Use of Proceeds between the company and Bristol Investment
Fund, Ltd., and has included the material terms of the indebtedness.

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.

The
Company has amended its disclosure and amended its bylaws to be in effect to clarify the exclusive forum provision’s application
to federal securities laws.

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.

The
Company has amended its disclosure to include a more detailed discussion of the outstanding preferred stock.

Thank
you again for the opportunity to respond to your questions to the Offering Statement of Wizard Entertainment, Inc. filed September
3, 2019. If you have additional questions or comments, please contact me at andrew@crowdchecklaw.com.

    Sincerely,

    /s/Andrew
    Stephenson

    Andrew
    Stephenson

    CrowdCheck
    Law LLP

cc:
John Maatta

Chief
Executive Officer

Wizard
Entertainment, Inc.

662
N. Sepulveda Blvd., Suite 300

Los
Angeles, CA 90049