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.
 John Maatta
FirstName LastNameJohn Maatta
Wizard Entertainment, Inc.
Comapany 2019
October 3, NameWizard Entertainment, Inc.
Page 2
October 3, 2019 Page 2
FirstName LastName
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.
 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.



FirstName LastNameJohn Maatta                                Sincerely,
Comapany NameWizard Entertainment, Inc.
                                                             Division of
Corporation Finance
October 3, 2019 Page 3                                       Office of Trade &
Services
FirstName LastName