0001019687-12-002440.txt : 20120718 0001019687-12-002440.hdr.sgml : 20120718 20120718150108 ACCESSION NUMBER: 0001019687-12-002440 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120718 DATE AS OF CHANGE: 20120718 GROUP MEMBERS: BRISTOL CAPITAL, LLC GROUP MEMBERS: BRISTOL INVESTMENT FUND, LTD. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRISTOL INVESTMENT FUND LTD CENTRAL INDEX KEY: 0001174866 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: CALEDONIAN HOUSE STREET 2: JENNETT STREET, GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: # MAIL ADDRESS: STREET 1: CALEDONIAN HOUSE STREET 2: JENNETT STREET, GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: # FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL INVESTMENT FUND INC DATE OF NAME CHANGE: 20020605 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Wizard World, Inc. CENTRAL INDEX KEY: 0001162896 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 980357690 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85822 FILM NUMBER: 12967710 BUSINESS ADDRESS: STREET 1: 3960 HOWARD HUGHES PARKWAY STREET 2: SUITE 500 CITY: LAS VEGAS STATE: NV ZIP: 89169 BUSINESS PHONE: 6049618878 MAIL ADDRESS: STREET 1: 3960 HOWARD HUGHES PARKWAY STREET 2: SUITE 500 CITY: LAS VEGAS STATE: NV ZIP: 89169 FORMER COMPANY: FORMER CONFORMED NAME: GOENERGY INC DATE OF NAME CHANGE: 20011129 SC 13G 1 bristol_13g-033012.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Wizard World, Inc.


(Name of Issuer)

 

Common Stock


(Title of Class of Securities)

 

97751C100


(CUSIP Number)

 

Amy Wang, Esq.

Bristol Capital Advisors, LLC

10960 Wilshire Blvd., Suite 1050, Los Angeles, CA 90024

(310) 331-8485


(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 30, 2012


(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [   ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No.   97751C100

 

  1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
      Bristol Investment Fund, Ltd.

 

  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)
    (b)  

 

  3. SEC Use Only

 

  4.

Source of Funds (See Instructions)

WC

 

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6.

Citizenship or Place of Organization

Cayman Islands

 

  7.

Sole Voting Power

3,148,474

 

8. Shared Voting Power

 

9.

Sole Dispositive Power

3,148,474

 

10. Shared Dispositive Power
 
  11.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,148,474

 

  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  13.

Percent of Class Represented by Amount in Row (11)

8.98%

 

  14.

Type of Reporting Person (See Instructions)

CO

 



 

 

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CUSIP No.   97751C100

 

  1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
    Bristol Capital, LLC

 

  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)
    (b)  

 

  3. SEC Use Only

 

  4.

Source of Funds (See Instructions)

WC

 

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6.

Citizenship or Place of Organization

Cayman Islands

 

  7.

Sole Voting Power

2,182,000

 

8. Shared Voting Power

 

9.

Sole Dispositive Power

2,182,000

 

10. Shared Dispositive Power
 
  11.

Aggregate Amount Beneficially Owned by Each Reporting Person

2,182,000

 

  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  13.

Percent of Class Represented by Amount in Row (11)

6.238%

 

  14.

Type of Reporting Person (See Instructions)

CO

 

 

 

3
 

Item 1. Security and Issuer

 

This statement relates to shares of common stock, par value $0.0001 per share (the “Common Stock”) of Wizard World, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 1350 Avenue of the Americas, 2nd Floor, New York, NY 10019.

 

Item 2. Identity and Background

 

(a) This statement is being jointly filed by Bristol Investment Fund, Ltd., a Cayman Islands exempted company ("Bristol Fund") and Bristol Capital, LLC, a Delaware limited liability company ("Bristol Capital"). Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Paul Kessler, as (i) manager of the investment advisory firm to Bristol Fund, and (ii) manager of Bristol Capital, has the power to vote and dispose of the Issuer's shares owned by the Reporting Persons. Mr. Kessler disclaims beneficial ownership of the Shares owned by Bristol Fund.

 

(b) Bristol is a privately held fund that invests primarily in publicly-traded growth companies through the purchase of various securities in private placement transactions. The address of Bristol’s registered office is Caledonian Trust (Cayman) Limited, 69 Dr. Roy’s Drive, George Town, Grand Cayman, Cayman Islands. Bristol Capital Advisors, LLC, an entity organized under the laws of the State of Delaware (“BCA”), is the investment advisor to Bristol Fund. Bristol Capital is a privately held limited liability company that invests from time to time in both publicly-traded growth companies and private companies. The principal business address of BCA and Bristol Capital is 10960 Wilshire Blvd., Suite 1050, Los Angeles, California 90024.

 

(c) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration

 

The aggregate purchase price for the 3,148,474 Shares owned by Bristol Fund is $305,602 in cash. The aggregate purchase price for the 2,182,000 Shares owned by Bristol Capital is approximately $64,152 in cash.

 

Item 4. Purpose of Transaction

 

Each Reporting Person acquired the securities for investment purposes. Each Reporting Person intends to continuously review its investment in the Issuer, and may in the future determine to (i) dispose of all or a portion of the securities of the Issuer owned by it from time to time in public or private transactions; (ii) acquire additional securities of the Issuer, through open market purchases, private agreements or otherwise; (iii) take any other available course of action, or (iv) otherwise change its investment intent. Notwithstanding anything contained herein to the contrary, each Reporting Person specifically reserves the right to change its intentions at any time with respect to any or all of such matters, as it deems appropriate. In reaching any decision as to its course of action, each Reporting Person currently expects that it would take into consideration a variety of factors, including, but not limited to, the Issuer’s financial condition, business, operations and prospects, other developments concerning the Issuer, other business opportunities available to the Reporting Person, general economic conditions and money and stock market conditions, including the market price of the securities of the Issuer, and other relevant factors.

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Item 5. Interest in Securities of the Issuer

As of July 16, 2012, Bristol Investment Fund, Ltd. beneficially owns 3,148,474 shares of Common Stock, which represents approximately 8.98% of the shares outstanding, based upon 35,044,878 shares of Common Stock issued and outstanding as of April 12, 2012. Bristol Investment Fund, Ltd. is also deemed to beneficially own the shares underlying warrants to purchase Common Stock, which may not be exercised into such number of shares of Common Stock exceeding 4.9% of the outstanding shares of Common Stock. Bristol Capital beneficially owns 2,182,000 shares of Common Stock, which represents approximately 6.23% of the Shares outstanding, based upon 35,044,878 shares of Common Stock outstanding and outstanding as of April 12, 2012.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits

1. Joint Filing Agreement, dated as of July 16, 2012, by and among Bristol Investment Fund, Ltd. and Bristol Capital, LLC.

 

 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 16, 2012

 

BRISTOL INVESTMENT FUND, LTD.

 

By: /s/ Paul Kessler

Paul Kessler, Director

 

 

BRISTOL CAPITAL, LLC

 

By: /s/ Paul Kessler

Paul Kessler, Manager

 

 

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Exhibit 1

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT (this “ Agreement”), dated as of July 16, 2012, among Bristol Investment Fund, Ltd., a Cayman Islands exempted company ("Bristol Fund") and Bristol Capital, LLC, a Delaware limited liability company ("Bristol Capital"), (Bristol Fund and Bristol Capital are each referred to as a "Joint Filer" and collectively referred to herein as the “Joint Filers”).

WHEREAS, as of the date hereof, each of the Joint Filers is filing a Schedule 13G under the Securities Exchange Act of 1934 (the “Exchange Act”) with respect to securities of Wizard World, Inc. (the “Schedule 13G”);

WHEREAS, each of the Joint Filers is individually eligible to file the Schedule 13G;

WHEREAS, each of the Joint Filers wishes to file the Schedule 13G and any amendments thereto jointly and on behalf of each of the Joint Filers, pursuant to Rule 13d-1(k)(1) under the Exchange Act;

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the parties hereto agree as follows:

1. The Joint Filers hereby agree that the Schedule 13G is, and any amendments thereto will be, filed on behalf of each of the Joint Filers pursuant to Rule 13d-1(k)(1) under the Exchange Act.

2. Each of the Joint Filers hereby acknowledges that, pursuant to Rule 13d-1(k)(1)(ii) under the Exchange Act, it is responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning it contained therein, and is not responsible for the completeness and accuracy of the information concerning any of the other parties contained therein, unless it knows or has reason to know that such information is inaccurate.

3. Each of the Joint Filers hereby agrees that this Agreement shall be filed as an Exhibit to the Schedule 13G, pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

4. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

 

BRISTOL INVESTMENT FUND, LTD.

By: /s/ Paul Kessler

Paul Kessler, Director

 

 

BRISTOL CAPITAL, LLC

 

By: /s/ Paul Kessler

Paul Kessler, Manager

 

 

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